A Question of Genetics
by consultingsorcererof221B
Summary: Peter Parker had never really thought about parenthood before, but finding fifteen giant spiderlings cloned from your own DNA never fails to put things in perspective. Being a teen parent is hard under the best of circumstances, but damn it if Peter's not going to do his best. [Cuteness Warning]
1. Chapter 1

Well guys, it's been forever since I've uploaded something to .net. I wasn't even sure what category people normally list Spider-Man fics under these days since he wasn't in the MCU last time I had to list a fic under this account. Gotta say, I'm _very_ disappointed in .net for not listing Happy under the character options...Can't really say what made me decide to share this with you now, but hope you all enjoy nonetheless.

* * *

Peter didn't have enough experience to say for sure, but he was pretty sure he was being watched.

When his abilities were first developing, he hadn't really understood what the feeling of being watched meant. Hell, he hadn't understood what any of it had meant. The countless sources of input were impossible to keep track of. Aside from the basics like sight and sound being off the charts, he had entirely new senses to deal with too. For some reason, the spider bite made his brain think it should be perceiving vibrations as sound like real spiders did, regardless of the fact that he had ears. Then, of course, there were his 'spidey senses'. He'd come up with a lot of theories regarding how that particular (not to mention incredibly useful) ability worked. His best guess involved the subconscious process of information. He already knew that he'd been taking in a lot more information on a conscious level, it would make sense if he was also processing more information on an unconscious level too.

Or at least, that was what he figured. He couldn't really say for sure. Regardless, he sometimes wished that the spider could have given him a danger sense that actually communicated what the danger was.

Peter scratched the back of his neck as if that would alleviate the ever-present itch telling him that someone could see him. He'd gotten this feeling a lot when he first started out, but lately it had grown sharper. More insistent. As the weeks went by, he started to find it more and more difficult to convince his paranoid brain that nothing was wrong.

It never used to get this bad, only these past few weeks…

He started changing into his suit in the bathroom after gym class and wearing it under his clothes for the rest of the day, all so he didn't have to waste time stripping in alleys and risk being seen. The same went for when he was changing out of the suit, but it still didn't feel like enough. He was used to being observed, he ran around New York in a one piece red and blue suit for God's sake, but this was something more. He wasn't being seen, he was being watched.

It screwed with the spider part of his brain, the part that understood what it meant to be seen as prey as well as a predator. The feeling faded sometimes when he was web-swinging, but it always returned sooner rather than later.

Whatever it was seemingly couldn't find him as Peter Parker, a fact that made him immensely grateful, but every day it got harder to lose it. He stopped taking the subway all the way home, instead he changed into the suit four stops away from his apartment. It helped for a while, sometimes it would be over an hour before the feeling of being watched crept over him like a bone-deep chill that he couldn't quite shake.

The paranoia it brought with it was even worse.

For some reason, he didn't tell Happy. He wasn't talking to (or rather at) Happy as much anyway, he'd gone from leaving detailed daily reports on his answering machine to giving him the highlights by text…mostly because Happy actually picked up when he called now, and Peter felt bad for taking up too much of his time.

He knew that if he mentioned it to him, even in passing, Happy would take it seriously. Whereas before he may have brushed it off, now he'd definitely tell Mr Stark that Peter was being stalked followed and that was not something Peter wanted to happen.

He was Spider-Man, he could handle feeling uneasy from time to time.

And that's what he told himself for close to two whole months.

He started hiding his backpack better, but he never secured it with webbing in case someone found it and made the connection between nerdy Peter Parker and the friendly neighbourhood Spider-Man.

When he got too predictable, he started taking the subway to out-of-the-way stops, partly so nobody would make the connection that he was crime fighting on his way home from school, but mostly because it always took them longer to find him.

As the months went by, he started interacting with the public a lot less. He still talked to people, obviously, but he stopped swan diving off of rooftops on busy streets just to hear the occasional cheer. He was beginning to suspect that the mysterious follower might be checking that weird twitter page where people posted 'sightings' of him (strange how those kinds of pages had seemed normal when they were documenting Captain America, back before they were about him).

In the end, he found out what was following him entirely by accident. He heard a crashing noise in an alley and went to investigate. When he sensed movement in his peripheral vision, he acted without thinking about it and webbed the source of movement to the alley wall.

The sound of his web shooter going off spooked a scrawny cat out of a tipped-over garbage can, evidently the source of the noise he'd heard.

At first glance, the web seemed to have missed. It was only when he investigated further that he found something small enveloped in the webs, something that hummed mechanically as it struggled. Peter plucked experimentally at a few strands of webbing in the hopes of getting a better look.

"Would you like me to activate the web dissolvent feature on your web shooters?" Karen asked.

"Oh, uh, yeah that would be great, Karen."

"No problem, Peter."

Now that he could see it better, everything seemed to fit in place. The miniaturised drone easily fit in the palm of his hand, clearly outfitted with a spy camera and still struggling in his grip. He turned the camera away from him and found a name etched in the metal, barely visible but still there.

Oscorp

He held the drone between his index finger and thumb and increased the pressure until the humming stopped.

Then he crushed it like a grape and ground it under his heel for good measure.

xxx

In this situation, most people would have probably called for backup. Oscorp Industries was not only incredibly well funded, it also happened to be the shady organisation that bred the spider which, in turn, accidentally gave him super powers. Of course, it likely wouldn't have escaped in the first place if they'd actually known it could give people superpowers. The organisation regularly invested millions in top of the line lab equipment, if they'd thought it was important they probably would have paid for a pad lock or something.

He was getting off topic.

The point was, Oscorp was apparently keeping tabs on him as Spider-Man and he could only guess that it had something to do with the fact that his powers were bestowed upon him by one of their spiders. Why else would they care about a local vigilante?

Regardless, it wasn't good. When things aren't good, you call in your allies. Right?

Ned certainly seemed to think so when he told him about the camera. He even made Peter promise to call Happy if he sensed another drone following him.

"I'm not breaking my promise," Peter muttered to himself as he scaled the side of the Oscorp building, hoping there wouldn't be any stragglers left in the building this late at night.

"Not breaking what promise, Peter?"

"Huh? Oh, nothing. I was just talking to myself."

He got a sense of disapproval from Karen as he looked for a way in, even if she didn't really say it. The fact that she waited a solid twenty minutes before chiming in all but confirmed his theory.

"Would you like me to override the alarm system?"

"That's a thing you can do?"

"Of course, everything in the Oscorp building is fully automated and therefore accessible."

"Oh…you mean, you'd be hacking into their system?"

"To put it in simple terms, yes."

"Isn't that traceable? Oscorp is one of Mr Stark's major competitors, I don't want to get him in trouble," he added, feeling somewhat guilty that the thought hadn't occurred to him before.

"Don't worry," Karen said cheerfully, "Tony Stark was careful to exclude any features on this suit that could potentially link you to Stark Industries, in case you decided to something inadvisable."

Peter felt torn between feeling comforted and offended.

I guess I can't really argue with that logic when I'm literally breaking into a building.

"Alright, can you find us a map of the building while you're at it?"

"Of course, where exactly would you like to go?"

"Uh," Peter said, feeling stupid for not thinking this far ahead. "…I guess I just figured I'd start with the genetics labs? That's where I was when I got bitten."

"If you're looking for information on the spider that bit you, may I suggest first investigating the cross-species genetics laboratories? According to their records, they are running a number of experiments involving arachnid DNA. It may be a good place to start."

"Right! Thanks, Karen…which way is the cross-species genetics laboratories again?"

Under Karen's careful guidance, he made his way to window closest to the labs. She was even kind enough to put the security cameras on a loop for him. Who knew breaking into a multi-million dollar organisation's top-secret headquarters could be so easy?

He supposed he did have access to a million-dollar suit of his own, not to mention one of the most advanced AIs in the world.

"…I believe I have uncovered a file that may be of interest to you."

If it was possible for an AI to sound uneasy, Karen managed it.

"Well, what is it?"

"It appears to be a file devoted solely to you and your abilities."

Well, it wasn't exactly reassuring, but he couldn't say it was surprising either.

"They don't know who I am, do they?"

"It doesn't look like it, the file only ever refers to you as 'Spider-Man' and, occasionally, 'the subject'...There's something else."

"…I don't think I want to ask," Peter said to the empty hallway.

"They've been running experiments with the hopes of recreating the conditions that turned you into Spider-Man."

"On people?" Peter squeaked, and his voice definitely didn't crack on that last word. No, not at all.

"No, on spiders. It seems they retrieved a sample of your DNA. Their records indicate that it came in the form of a blood sample, but it doesn't specify exactly how they came across it."

Well, shit. Now he thought about it, there had probably been dozens of opportunities for them to steal his blood since he became Spider-Man. Especially back when he was wearing his home-made getup, there hadn't been as many close calls since Mr Stark gave him the suit. His stomach churned as he started thinking about all the times he'd stumbled away from fights, often in worse shape than the criminal he'd apprehended. All of the lucky shots.

All of the knives that had broken skin.

"Okay…can we get the sample back?"

Karen's voice was soft and reassuring as she guided him to the right door. Peter realised that his hands were shaking while he waited for her to unlock it.

Finally, there was an audible click and he pushed his way inside.

He licked his lips and resisted the urge to fidget. "Okay, where is it?"

It took longer than he'd hoped, but he supposed gathering all evidence of his existence was a pretty big job. At least he had Karen to wipe any mention of him from their records or things would have been a lot more complicated.

"What about the experiments?" he asked. He didn't really like the idea of killing the spiders, but he couldn't exactly leave them lying around either. Maybe he could give them to Mr Stark? He'd probably know what to do with them. Did Damage Control have a department that dealt with mutated animals?

Honestly, he wouldn't be surprised at this point.

"They're through the door to your left."

Having stuffed everything that seemed relevant into the bin bag he'd grabbed from under the sink on his way out the door, he moved into the next room.

It was darker in here, but Karen turned on the lights as he entered. Half of the room was sectioned off behind a sheet of thick glass with large cases on raised platforms taking up the majority of the space behind it. Spotlights lit up each individual display, giving him a good view of their disturbing contents.

Each of the yellowish creatures had abdomens roughly the size of a softball. The rest of their bodies seemed almost comically small by comparison, their legs not even long enough to touch the ground. Despite their strangeness, they were distinctly spider-looking.

"What are they?" Peter asked, trying to disguise how creeped out he really was.

"I believe they are what many in the tarantula-keeper community refer to as 'eggs with legs'."

"Huh?"

"Unlike other egg-laying animals, spiders do not hatch from eggs as fully developed spiderlings," Karen explained patiently. "They have likely only recently emerged from their eggs. Ordinarily they would stay in a nest until they reach a stage of development in which they are less vulnerable, but these post-embryos were grown rather than birthed and therefore are not protected by a web. If they develop normally, they will soon shed their exoskeletons. Though they will still lack the pigment that is generally associated with their respective species, they will be mobile and appear more spider-like."

"But…are they normally so big?"

Karen was quiet for a worryingly long time.

"According to the records, each post-embryo has an abdomen that is around five inches in length. Across the longest part of their body, they are each approximately eight inches in length. Information on the exact size of a spider at this point in their life varies greatly depending on species and source."

"Yeah, but at an estimate how big should they be?" Peter asked, voice bordering on panic.

"I really can't say for-"

"Just…just give me an idea. Like, what unit of measurement people usually use when talking about how big they are?"

An even longer pause.

"The majority of sources express the size in millimetres."

He slowly released the breath he'd been holding, eyes fixed on the sort-of-spider closest to him. It wiggled its small legs fruitlessly.

"So…so if that's how big they are now…how big are they going to get?"

"I really can't say at this stage."

"Karen," he whined. "C'mon."

"I'm currently in the process of decrypting the more secure files relating to these subjects. I have identified the involvement of DNA from the Salticidae or jumping spider family, but data on the rate of growth in jumping spiders is incredibly limited. As I said, spiders do not ordinarily leave their nest at this early stage of development. All I can say for sure is that soon we will be measuring them in feet rather than inches."

"Okay," he said. "Okay…Okay. One thing at a time. Why are they here? You said before that they were trying to recreate the conditions that turned me into Spider-Man or whatever, but the spider that bit me was tiny. Why do they need king sized ones?"

"Well, according to all of their records, the spider bite should have killed you rather than mutated you. They had similar subjects in their care, but all of their simulations reaped similar results. They have a number of theories regarding why you survived, including the possibility that you may have been mutated beforehand, or that you may have stolen and tampered with the spider in question."

Peter wrinkled his nose. "Okay, what's your point?"

"You are the only evidence that their experiments in cross-species genetics could have real life consequences. Your DNA is unlike that of anything on Earth, they hoped that growing new specimens based on it would provide better results."

"Wait," he said, his mind immediately skipping back through every biology class he'd ever attended involving DNA. "Wait, wait, wait. Just, back up a little. Did you say based on my DNA?"

"Yes."

"Well, can you maybe go back to that bit maybe? I mean, how much DNA are we talking?"

"It's hard to say. They were forced to incorporate the DNA of a number of other spider species after the first four batches suffered from unforeseen complications, and they have been slowly increasing the amount of spider DNA in the last seven batches of test subjects. One thing is for certain, from a strictly scientific standpoint, you are their biological father."

Peter stared at the strange, lumpy, still squirming creatures behind the glass.

"I'm their what?" he squeaked.

"Don't worry, Peter. Spiders are not included under child service laws, even genetically mutated ones. You have no legal obligation towards them," Karen said helpfully.

Just a moral obligation, his brain added without his permission.

He stared at the spiders for a time, lost in his own thoughts. There were fifteen of them in total. He supposed he should be thankful there weren't more. His brain went back to a video he'd seen of a nest of spiders exploding across some guy's kitchen. There had to be hundreds, if not thousands of them. By comparison, fifteen was…still way too many.

"Karen," he said, almost losing his nerve. "Um, do you know what happened to all those other spiders? You said there were other batches, right? Are they around here somewhere too?"

"None of the spiders from the first batch made it to the post embryo stage," Karen replied, and Peter felt his stomach drop. "Three subjects from the second batch reached this stage, all of them died during their first molt. Five survived from the fourth batch, once again they died during their first molt. After this point, they started to introduce DNA from other spider species and the survival rate improved. Eight survived from the fifth batch, one even making it the next stage of development, sometimes referred to as the 'larval' stage. It died shortly after. Nine survived from the sixth batch-"

"Okay, okay I think I get the picture," Peter said quickly. The detached way in which Karen delivered the statistics was making him feel sick. He couldn't keep the worry out of his voice when he asked: "How long will these guys live?"

"In four months, one week and two days they are scheduled to be put down."

The blood drained from his face.

"But- why?" he asked with genuine confusion.

"The subjects have failed to show the desired results, those in charge of the program believe they have all of the data they can hope to gain from the experiments."

"But none of them have fully matured! They're still…babies."

Karen didn't seem to quite understand where he was coming from with that statement.

"Nurturing these spiders until they reach maturity only to dispose of them would not be a practical use of resources."

One of the spiders rolled onto its back. It flailed its too-short legs for a few seconds but didn't really seem bothered by the change in circumstance and soon settled down.

Now that the shock factor had warn off, they were almost kind of…cute. Even if they did kind of remind him of the facehuggers from Alien.

He swallowed thickly, trying to repress the overwhelming sadness creeping over him.

That was, until an idea occurred to him. A ludicrous, impossible idea that eased the tightness in his chest.

"So, hypothetically…if they were to leave this room, what would happen?"

"Hypothetically, nothing. The weather is mild enough to accommodate for their temperature requirements. Why do you ask, Peter?"

"How difficult would they be to care for?" he asked instead of replying. "I mean, do they need any weirdly specific food or anything like that?"

"…at their current stage, they do not eat at all. The scientists proposed that an ordinary diet would be suitable for them until they grew too large. Crickets, worms, and roaches are all generally accepted food sources. They can be found in most pet stores, though roaches can be harder to come by due to the stigma surrounding them."

Peter liked to think he was a logical person, but he knew any truly logical person would have left them there. At the very least, they would have gone to Mr Stark.

A logical person definitely wouldn't have taken them home.

xxx

The next day was Saturday, thank God. Peter wasn't sure how he would have made it through a whole day of school with a bin bag full of baby spiders under his bunk bed.

That morning, he made a judgement call and texted Ned. The message was simple: Can you come over at some point today? If the answer is yes, please bring one of those plastic tubs in your attic. Preferably one of the extra-long ones, the bigger the better, so long as it'll fit under my bed. Just tell your mom it's for a school project or something.

Ned's reply was a brief affirmation, but Peter could tell he was dying to know what was going on.

He texted May to let her know he was coming over, even though she'd already left for work. Unsurprisingly, she texted him back within a few minutes saying it was fine. She never seemed to mind Ned dropping by, especially since she found out about the whole Spider-Man thing. She seemed to think he should hang out around kids his own age and 'do normal stuff' more often.

Of course, this didn't exactly qualify as 'normal'.

Within the hour, he was helping Ned manoeuvre an extra-long plastic container through the doorway.

"Are you going to tell me what this is all about now?" he asked as Peter took the tub and carried it into his room.

"I broke into Oscorp last night."

"You what?!"

"Don't worry about it, no one saw me. Karen disabled all the security cameras and stuff. I figured it was the best way to find out what they wanted. Besides," Peter added, "I knew you'd try and talk me out of it if I waited."

"Well, yeah. I can't say it was your brightest move. But as your guy in the chair, you have to tell me before you break into a top-secret base of operations."

"Oscorp isn't exactly top secret," Peter argued. "You don't visit top secret headquarters on high school field trips."

"That's so not the point!" Ned said, elbowing him for good measure. "What if you were arrested? Or kidnapped! No one would have known where you were!"

"Alright, alright," Peter relented. "I promise I'll tell you the next time something like this happens. Right now, we've got bigger issues."

He started off by explaining what had happened once he'd broken into Oscorp, how Karen had told him about the experiments and them stealing his DNA. Ned's eyes grew wider and wider as he went on to describe what he'd found in the room. He was all but gaping when Peter admitted to taking them home.

"I know it sounds crazy! But…Ned they're mine. I know they're not human or anything, but that still has to mean something. Right?"

"Where are they now?" Ned asked, still trying to process the knowledge that his best friend was the sort-of-dad of fifteen giant clone spiders.

"Under my bed. I wasn't really sure where else to put them, you know? I mean, what if May came in to tell me something before she left for work and found them? I was up until, like, three am last night watching care videos on my phone. Apparently, they won't really be able to move until they shed their exoskeletons or whatever, and even then, they'll still be really small and slow and won't really want to go very far. So, I figure I've got some time to figure out what to with them before they start trying to escape and all that."

"Did you leave them in the bag?"

"Well, kind of, but I propped it open and made a bunch of holes in it to make sure they can breathe, and I've been checking on them at least every fifteen minutes since I woke up. That's why I wanted the box, though. Apparently, these things make great enclosures for tarantulas and stuff, I thought it might work until they get bigger," he said, talking faster and faster until he trailed off. "It's okay if this is freaking you out."

Ned took in a deep breath. "Can I see them?"

"Uh, yeah, sure," Peter said, already reaching for the bag under the bed. "Just be careful with them."

Very gently, Peter opened the bag to let him see. He'd grown used to them wiggling their legs when he disturbed them and was beginning to find it more adorable than creepy.

He watched Ned, trying to gauge his reaction.

"You okay?"

"What are you going to name them?" Ned asked suddenly.

"Huh?" Peter asked, head spinning from the sudden shift. "Oh, uh, I hadn't really thought about it."

"Dude, they're basically your children. You have to give them names!"

Out of all the ways Peter had imagined this going, this was definitely not one of them. Trust Ned to find a way to get excited about this.

"I don't even know what gender they are, yet!" he protested.

"So? You can always change their names later. Hey, do you think you'll be able to talk to them?"

"I don't think they'll grow up to have a very good grasp of the English language," Peter deadpanned.

"Yeah, but, what if you could speak to them telepathically or something."

Peter pondered that for a moment, glancing back at the bag of spiders.

"I guess that would be pretty cool…"

"You should totally try that when they get bigger. When do you think they'll start looking more spider-y?"

"According to Karen, they should start to molt in a few weeks."

"You think Aunt May will let me stay over when that happens?" Ned asked hopefully.

"I think so long as we leave out the part about giant spiders, we should be good to go," Peter laughed.

"So…are you going to tell her?"

The atmosphere in the room grew solemn as he tried to figure out how to answer that.

"May doesn't really like spiders," he said in a voice that seemed far too small.

"…So, are we going to decorate this tub or something? Seems kind of wrong to just leave it empty," Ned asked, and Peter couldn't help but feel grateful.

"Well, I've been watching all of these videos online and I think I've got some ideas. First things first, though. We've got to punch some air holes in this thing."

Having Ned there made him feel less crazy. Even the things he didn't really get he still accepted. He never questioned Peter's decision to rescue the spiders, and he seemed to understand the sense of obligation Peter felt towards them. To a degree at least. Ned cared about his family a lot, he understood the importance of DNA.

At this point, Peter wasn't sure if he was being driven by his spider-side or his human-side. Some deep, primal instinct had screamed at him to protect and he'd obeyed. He wasn't even really sure if it had been a choice at all, but rather a compulsion.

Whatever the reason, they were his responsibility now.

"Do you want to hold one?" Peter asked once they'd finished punching air holes in the sides and lid of the plastic tub.

"Seriously? That's allowed?"

"Of course, just be super careful with them. Okay?" he stressed. "Like, super careful. They're still really fragile."

With the utmost care, Peter withdrew one of the baby spiders from the bag and placed it in Ned's outstretched hand.

"This is so weird," Ned said as the not-quite-spider slowly stopped squirming. "…Is it strange that I also find it kind of cool?"

"It is cool," Peter replied with a grin. "I mean, look at it."

They both stared in silence for a while.

"It kind of looks like a facehugger."

"I know, right?!"

xxx

If Peter was being honest, the actual idea that he was a kind-of-dad didn't sink in until their first molt. Even though he'd logically known what to expect, the process was slow and nerve wracking. The day it started, he made himself so sick with worry that May tried to convince him to stay home from school. That, of course, led to a lengthy debate over whether or not he could actually get sick.

Needless to say, she won. He agreed to cut his patrols short for the next few days, offering minimal resistance which only served to worry her even more. He barricaded himself in his room after that, playing movies on his laptop with the box of baby spiders open beside him.

He read every article he could find on the molting process, his mind constantly going back to Karen's reciting of the records.

Eight survived from the fifth batch, one even making it the next stage of development, sometimes referred to as the 'larval' stage. It died shortly after.

The batches after that had done a lot better, he'd checked. In the last batch, the thirteen spiders that weren't stillborn made it all the way to the spiderling stage…which was when all of them died due to 'unforeseen complications'. When Peter had pressed for details, Karen reluctantly explained that the spiders simply were not designed to grow so large and had been crushed to death under the weight of their own exoskeletons. The scientists believed the issue had been resolved, Peter just hoped they weren't mistaken.

Throughout it all, Ned was a constant source of reassurance. He embraced the situation whole heartedly, even going so far as to use a portion of his allowance to buy up feeder insects.

That, of course, led to a debate over which feeder insects they should actually use. Ned claimed that Dubia roaches were the obvious choice. They were more nutritious, they didn't stink, they were quiet and thus easier to hide, they were easy to breed, and they could live for over a year with minimal effort. Plus, unlike crickets, they didn't bite.

The only downside was the price, but Ned seemed convinced that it would be cheaper to buy a few boxes and breed them as opposed to continuously buying cheaper feeder insects closer to the time.

"My uncle has a bearded dragon and he told me that crickets were an absolute nightmare. Dubias and mealworms are the way to go, though it'll probably be superworms in your case. They're a bit bigger."

"…Thanks, Ned," Peter said, swallowing down a sudden spark of emotion. "It means a lot that you're doing all this."

"Anytime, we have to make sure your spider children only get the best, right?"

"Right," Peter replied, glancing at the spiders in the tub. "Only the best."

It took them almost an entire day to molt. Ned came over as soon as possible to admire the now distinctly spider-shaped larva.

"When do you think they'll molt again? For normal spiders it's a few days, right?" he asked as they admired the tub full of still yellowish sluggish spiders.

"Yeah but based on the other subjects Karen thinks it'll be more like two weeks," Peter said. He'd been unusually quiet since the spiders had started to molt.

"You okay?"

"Yeah…I'm just…kind of numb, you know?" The explanation felt lacking and awkward, but Ned seemed to get it.

"I call dibs on naming one," Ned announced without warning. Peter immediately seized the distraction with both hands.

"After yourself?"

The idea made Ned pause.

"I mean, Ned is a pretty good name for a spider," he said thoughtfully. "But that could get confusing."

"Call him 'Edward', then. Nobody calls you by your full name, anyway."

Ned made a face. "Edward is a terrible name for a spider."

"What about 'Ed'?"

He considered that for a moment.

"'Ned and Ed', we'll sound like a really bad comedy duo."

"Is that a yes?"

"Of course."

xxx

Unsurprisingly, Aunt May found out about the fifteen, giant, larva-stage spiders living in his room.

Monday being her day off, Peter came home from school to find a deathly pale May sitting on the kitchen counter.

"May?!" he asked, dumping his bag by the door. "May, what's wrong? Are you sick?"

"Peter, I think we need to have a talk," she said, her voice shaky but firm.

His blood turned cold.

He tried to play it off at first, but the murderous glare he got in response silenced him. Honestly, the conversation that followed made look back fondly on the 'you're secretly a vigilante' talk. She calmed down a little after he explained that, while the spiders were biologically his, he hadn't knocked anybody up or secretly lain eggs or anything like that.

That turned into a lecture on breaking into and stealing from Oscorp Industries. Something inside him snapped at that accusation, and he switched gears from 'let her vent and wait for it to be over' to 'give as good as you get'. Aunt May seemed almost as stunned as he felt, but apparently the spiders brought out a protective streak in him he hadn't realised existed.

He yelled at her about how they weren't just property that could be stolen, that they were alive. That they were his. The anger left him just as quickly as it had arisen, and he broke down into sobs as he told her about Oscorp's plan to kill them once they reached maturity.

May hugged him tightly while he cried, neither one of them willing to move. Eventually, May asked if she could see them again. For real this time. He stared at her in disbelief, his face still damp and itchy from crying.

"Okay."

She hadn't closed the tub in her haste to get the hell out of his room, so when he opened the door he found that one of them had crept out from under the bed.

"They'll start looking more spider-y soon." It was hard not to be nervous in this situation. If May said they couldn't stay, then that was that. He supposed she was bound to find out at some point, they'd be too big for the tub after their next molt.

She inhaled sharply when she saw the spider. Though they still weren't fully developed, Peter estimated they were already larger than goliaths, pretty soon they'd overtake the giant huntsman as the largest spider species in the world, assuming they counted as a species in their own right. They did have a fair bit of human DNA in them, after all.

The still sluggish spider perked up a little when they saw Peter before they rotated on the spot to stare at May. All of the spiders held their legs close to their bodies, making them seem smaller than they actually were. All of a sudden, Peter felt grateful that he hadn't been bitten by a tarantula instead.

The spider struggled to coordinate their legs in order to approach him. Automatically he sat down on the floor to minimise the size difference, and the spider climbed into his lap.

When he glanced up at Aunt May, she was wearing her best 'parent-teacher conference' face. Fiercely determined, nervous with anticipation, and geared up for a fight.

"We'll make this work," she said with absolute conviction.

Peter believed her.

xxx

"Ned!" he shouted excitedly down the phone. "Ned, they've started to molt!"

"I'll be right there, just give me some time to pack an overnight bag. Should I bring over more roaches?"

"Probably, they're still kind of weird about eating but all the sites say they'll be ravenous after they reach the spiderling stage…" he hesitated a moment before muttering under his breath, "If they reach the spiderling stage."

"What was that?"

"Nothing. Just-just get here soon, okay?"

"You bet!"

Peter hung up after that and got down on his hands and knees to look through the transparent side of the tub. He wasn't really sure how he knew what was happening, they couldn't web themselves up in a burrow as other spiders do when they molt. He guessed it was his spider-y instincts working in his favour.

Not wanting to disturb them, he pulled on his mask and lay down on the bottom bunk. Now that May knew, he didn't have to hide the tub under a blanket anymore. He let his arm hang down and pressed a hand to the side of the tub without leaving the bed.

He could feel the vibrations through the plastic. They were faint but definitely there, likely caused by their heartbeats rather than movement. The thought gave him comfort. He felt as well as heard one of them burrow into the substrate May had purchased after doing her own research on spider care.

May was still at work when Ned knocked at the door, she always worked on Saturdays. Peter had to consciously force his hand to un-stick from the side of the tub before he could drag himself to the door.

Ned tolerated his mood swings as he alternated between feeling ecstatic and grouchy. On the one hand, when they emerged they'd be real spiders. They'd have pigment and be able to move around and eat properly which he thought would be pretty cool.

On the other hand, the molt could kill most, if not all of them. Besides, was he really ready to deal with fifteen fully mobile spiders? What if they got aggressive? Jumping spiders were known for being pretty friendly towards people, but they didn't normally get so big.

Oh God, what if they went after Aunt May while he was out on patrol or at school or something? Should he just confine them to his room? What about the fighting? Spiders weren't normally social animals (although some species were known to thrive in groups) and jumpers were notorious cannibals. He was holding out hope that the human DNA might help with that, but what if they just didn't understand? They didn't have the space to keep them separately.

He could go to Mr Stark for help, the Avengers Compound was certainly big enough to house all of them. Maybe that would be for the best, he couldn't feed them insects forever. He'd been doing a lot of research, and he figured that they might be able to sustain them on frozen thawed mice for a while, but sooner or later the money was going to become an issue. Peter had started doing some freelance photography work for a local newspaper, mostly because between school and patrolling he didn't have the time to tie himself down to even a part time job.

Then again, would Mr Stark help him? Did he even like spiders? What if he was disgusted? What if he asked for the suit back again?

Shaking his head, he suggested to Ned that they put on a movie while they waited. Something light hearted.

That was how they ended up watching Back to the Future, sprawled out on the couch while over a dozen baby spiders went through metamorphosis in the next room.

How had this become his life again?

"Oh, I almost forgot," Ned said as Marty McFly scared the hell out of a family by crashing a time machine into their barn. "I brought something to help with the spiders."

Peter paused the movie as Ned searched through his backpack before, with a triumphant expression on his face, he withdrew…his old Captain America Frisbee?

"Okay, you're going to have to fill me in here," Peter said slowly.

"Well, since spiders don't normally get any bigger than about 12 inches, I've been researching how people look after bigger animals as well. Y'know, big cats, bears, alligators, that sort of stuff. Things you can't exactly tame. One thing that a lot of people seem to do is have an object that they train the animals to associate with food? So, this way they don't think they're being fed every time someone walks into the room. I know your spiders are more than just animals, and they're gonna be super smart and everything but…" he cringed.

Peter recognised pretty quickly that Ned was worried about offending him, so he made a point of accepting the Frisbee.

"Thanks. It means a lot that you've put so much thought into all this."

"Anytime, dude," Ned replied with a genuine sincerity that took Peter by surprise. "Anything I can do to help with…all of this."

Instead of replying, Peter stared down at the Frisbee in his hands. He remembered it from when they were younger, way back when they used to play Captain America and the Howling Commandos. Or rather, Captain America and the Lone Commando because there was just the two of them. The blue paint surrounding the star was faded, the red paint on the stripes chipped. The star itself was surprisingly intact.

"So, I never told you the whole story of how I stole Captain America's shield," he said conversationally.

Ned grinned, "you know, I've been meaning to ask about that."

xxx

The first spider to bravely venture out of the tub was a male. This was made immediately apparent by the vibrant red and blue patterns covering his abdomen, almost the exact shades of the Spider-Man suit.

"I guess there's no denying you're related anymore," Aunt May muttered under her breath and Peter couldn't help but snort.

The spider froze at the sound, staring at them all with wide eyes. Peter extended a hand towards the spider.

He watched, eight huge eyes brimming with curiosity. He'd grown a lot during the molt, probably closer to the size of a very small dog than a spider now. Peter was glad he'd left the lid off the tub, there wouldn't be much room in there anymore.

When the spider didn't throw up a threat posture, Peter very gently stroked one of his front legs. He waved his fluffy pedipalps at him in response and it was quite possibly the most adorable thing Peter had ever seen.

"He's so cute," Ned stage-whispered.

Pretty soon the other spiders were emerging too, all of them cautious but brimming with curiosity. Peter had watched dozens of videos on jumping spiders in preparation for this moment, he knew that they liked to watch people and seemed to have a permanently curious expression, he knew that they had a peculiar habit of wiggling their fluffy pedipalps like they were tiny arms, he hadn't anticipated that giant jumping spiders would be even more adorable than their miniature counterparts.

"Have you started thinking about names yet?" May asked.

"Ned called dibs on naming one of them," Peter said, glancing towards his friend. Ned seemed to be in the middle of a staring contest with one of the females.

"Oh, right, uh…which one do you think looks like an Ed?"

Peter looked around the room, considering the spiders carefully. There were nine females and six males. He sent out a silent thank you to whatever higher being had spiders under their jurisdiction that all of them had survived.

At first glance, they seemed hard to tell apart. All of the females had the same plain brown abdomens, all of the males the same vibrant patterning…but when he looked more closely he could see that they all differed in tiny ways, be it size or the spacing of their patterning, or the tiny variations in how their eyes were set.

"That one," he finally said, pointing to one of the larger males.

"Alright, one down. Fourteen to go. What about this one?" Aunt May asked, gesturing to the spider closest to her, a female this time.

"Um…What do you think?" Peter asked. The spider looked up at Aunt May expectantly. They stared at one another for a while.

"Martha?" she suggested.

"Martha," Peter said, testing the name on his tongue. He supposed she did kind of suit it. "Alright, Martha's good."

"I can't believe we're helping you name your spider children right now," Ned said flatly as he watched one of the spiders climb up the wall.

"You're telling me. I know you didn't have any control over all of this, but I still didn't expect to have grand-nieces and grand-nephews running around for a long time," May said, fixing Peter with a pointed look.

Peter shot her an apologetic one back but couldn't really bring himself to regret the situation.

The first one to emerge from the tub hesitated before extending one of his legs in a clear imitation of how Peter had reached out to him before. The spider placed a delicate foot on his knee and Peter's heart melted.

"Why don't you name that one, Peter?" May asked.

Peter blinked, feeling lost. "Um…right."

He regretted not googling baby names while they were molting.

"Good names for a spider…uhhhhhhhhhhhhh."

It hit him without warning and he couldn't help but grin.

"Webster."

"Oh my God, yes!" Ned said. At the exact same time, May let out a groan.

"Really? Webster?"

Peter shrugged. "Doesn't he look like a Webster?"

May gave him a look. "Fine, but no naming any of them Aragog."

"Okay, that's fair."

"…can we still name one of the females Charlotte?" Ned asked.

May sighed.

xxx

"Okay, I've looked up the best things you can name a spider," Ned announced.

"This won't end well."

"Go on," Peter said, not looking away from where the newly named Oscar was trying to climb the bed frame.

"Fluffy."

"No," Peter and May said at the same time.

"Quentin Tarantulino?"

"Dude, they're not even tarantulas."

"Leg-olas?"

"No."

"Well-"

"No, Peter."

xxx

"What about Arachne for one of the girls?" Peter suggested. Most of the spiders had migrated towards the ceiling, so he'd opted to join them. May was still giving him weird looks.

"Arachne?" May asked.

"Yeah, like that lady from Greek mythology. The goddess of wisdom, Athena, turned her into a spider after she challenged her to a weaving competition."

May stared at him until he started to fidget.

"It was in the Percy Jackson novels," he mumbled.

"Maybe we could name one Annabeth. She was the daughter of Athena in those books, right?" Ned asked.

"Anna for short, that could work," Peter replied, eyeing one of the larger females he happened to be sharing a ceiling with.

"Hey, we should name one of them Natasha!"

May looked away from Bethany just long enough to glance at Ned. "Why Natasha?"

"Duh, Black Widow."

Peter and May both groaned.

After a lot of back and forth debate, they settled on Natalie. Plausible deniability and all that.

"That one," Peter decided, pointing to the smallest of the females. She seemed reserved, content to watch the other spiders with calculating eyes as if waiting to see if any of their ventures ended in disaster before she started to explore for herself.

xxx

"Madame Octa?"

Peter squinted. "Why does that sound familiar?"

"Did you never read the Cirque Du Freak series?"

"Ooooooooooh, yeah. I remember now."

"You can't name one of them Madame Octa," May said.

"I agree," Peter chimed in. "Too on the nose. Ugh, why is this naming thing so hard?"

"Well, normally people only have to name one child and have nine months to figure it out," Ned said wisely.

"What if we name them after a different character from that book?" Peter said as he dropped down from the ceiling onto his top bunk, careful not to take any of the spiders with him.

"Like Darren?"

"No," May said before Peter had the chance.

"Uh," Ned said, wracking his brains as he tried to remember the names of the other characters in the series.

"Steve?"

"Come on," Peter said. "There's got to be better than that."

"Um, Crepsley?"

"That…" Peter trailed off. "That could work."

"Really?"

"I kind of like it."

Surprisingly, May didn't protest. She must have been sick of trying to come up with names too.

xxx

"Luna," May suggested. "For the one with the white spot on her back. From here it kind of looks like a crescent moon."

"I'm down," Peter said with a yawn. Three of the spiders had joined him on the top bunk, curling up on his chest and draping themselves over his legs. A handful of others were scattered across the walls and ceiling close by, the rest gravitated towards May and Ned.

Peter went quiet, lost in thought as he patted the head of a nameless male. They didn't seem to mind being touched, so long as nobody went near their eyes.

"Should we name one after Ben?"

May looked up in surprise, her expression growing solemn. "That would be nice."

He looked back at the male curled up against his side. His black eyes stared right back.

He swallowed thickly, blinking the moisture from his eyes.

"Is there anyone else you want to name one after?" May asked softly.

Peter hesitated, mentally doing a head count and realising they had one male left without a name.

"Tony…I should name one after Tony."

May's expression darkened.

"He's not that bad," Peter insisted. "He's done a lot for me, I probably would have been stabbed trying to break up a mugging or something by now if he hadn't given me the suit."

May looked like she wanted to argue but didn't reply.

"What about Anthony?" Ned suggested.

"Anthony works."

He considered renaming one 'Happy' before deciding against it. That would be a little on-the-nose.

xxx

Leaving for school on Monday was one of the most trying tasks of Peter's entire life. May assured him over and over again that she'd be there with them all day, reminded him that if he stayed home today it would be even harder tomorrow because they'd have to leave them all alone.

Focusing on any of his classes proved impossible. Overall, he probably spent more time looking at the clock than at the whiteboard.

When lunch rolled around, he found he was too queasy to do much more than push his food around his plate.

"They're gonna be okay," Ned said. Peter didn't understand where that confidence came from. He didn't know they'd be okay, not really. He just hoped they would be.

When Ned realised his empty assurances weren't doing a thing, he took a different approach.

"Why don't you call May?"

Peter looked up in surprise. "That…that's actually a really good idea."

"Then go," Ned said, making a shooing motion with his hands. "I'll guard your food for you."

Peter very nearly ran to the other end of the cafeteria but managed to force himself to slow down because he did not want to get detention right now.

Finding a quiet hallway during lunch hour would be nearly impossible, so he made a beeline for the library. Yes, technically speaking he wasn't allowed to use his phone in there, but it was almost always empty during lunch for that exact reason, and not even the librarian visited the senior section.

He found a spot completely out of sight around the Renaissance period and sat down on the floor.

The phone rang twice before May picked up, sounding perfectly at ease.

"Hey, May," he said, trying not to raise his voice above a whisper.

"Peter? Shouldn't you be in class?"

"Nah, lunch just started. I'm in the library, though. That's why I'm whispering…I just-I just wanted to check in, you know?"

"Yeah Peter," May said. "I know. I felt the same way about you the first time Ben and I had to leave you in the apartment with a baby sitter."

"You called me every other hour," Peter remembered with a smile.

"And texted you in between, yeah."

"…So, how is everyone?"

"They're doing great, Peter. They've just discovered the joys of television."

"Oh yeah? What are you guys watching?"

"The Incredibles was on, seemed appropriate."

"Oh yeah?" Peter couldn't help but grin. "How are they liking it?"

"They're entranced. One of them gets really close to the screen every time they do that force field effect. I'm thinking we should name her Violet."

"Violet is a pretty cool name," Peter admitted.

"Then again, this one may already have a name. I'm not that great at keeping track of them, yet. I'll get there, though."

Peter tried to suppress his laughter.

"That's okay, May. You'll get better at it…Hey, May?"

"Yeah?"

"I'm sorry I didn't tell you about them before. It's just-" he bit his lip, trying to figure out how to put his thoughts into words. "Things have been kind of strained between us ever since you found out about me being Spider-Man. I didn't want to-"

"Peter Benjamin Parker you stop right there."

Peter waited for the lecture.

"Look, I get it, okay? You were trying to keep them safe. I can't say I like how I find out about it, but I get it. Just…next time something like this happens- Okay, scratch that, let's hope that something like this never happens again, but if something happens, you have to tell me about it, Peter. Otherwise this won't work."

He went quiet for a moment before responding with an emotional: "I promise, May."

"Okay, then…now, go eat your lunch. Everything here is fine."

"Thanks, May."

Peter hung up the phone and got to his feet, almost knocking his head on a shelf marked 'Medieval Poetry' in the process.

Ned was waiting for him when he returned, still guarding his tray of food.

"Where'd you run off to?" MJ asked without looking up from her book.

Had she been sitting there when he left?

"Uh, just…had to check on something."

"That so," she hummed.

Peter never knew someone could make the words 'that so' sound so much like 'you're full of shit, Parker', but somehow MJ managed it.

xxx

Peter started going out on patrols again within days of the spiders molting, much to May's disappointment. It took a number of lengthy debates for them to come to an agreement they could both live with.

It didn't take a lot to convince him to drop his post-school patrol, he hated leaving the spiders alone for any longer than was strictly necessary, and there wasn't exactly an abundance of crime going on in the late afternoon on weekdays. The evening patrols were the real cause of controversy.

When May first found out about the whole Spider-Man thing, one of the commonly recurring arguments had been over his schedule. At the time, he'd regularly been staying out between the hours of one and three am, depending on how bad his insomnia was that night.

Upon finding himself grounded, his mental state went from manageable to unbearable. He had no way of releasing all of that nervous energy he expended during his escapades as Spider-Man, so instead it boiled inside of him. It felt like a permanent caffeine rush without the crash. If anything, the lack of sleep made him even more jittery. He was constantly moving, unable to focus on any one thing for too long. His strength got harder to manage, his heightened senses made his bedsheets feel like sandpaper. Without an outlet, sleep became a foreign concept.

The worst part of it all was the guilt. The city never sleeps, after all. When he tried to relax, his hearing caught on the edges of pleading words and pained screams. He wasn't sure if they were real people or if he was just hearing the neighbour's television. Or maybe he'd really lost it and it was all in his head. Regardless, every sound set his imagination alight.

Most of the crimes he broke up were petty, but he dealt with armed criminals far more often than he lead people to believe. In just a few days, how many people had suffered because he wasn't there to intervene? How many people were assaulted in dark alleyways while he lay awake, staring at the ceiling? How many were left traumatised?

On the worst nights, he thought about how many lost their lives.

May relented when the nightmares reached their worst and his screams woke her up in the middle of the night. Peter didn't want things to get that bad again.

That was how he convinced her to let him out on nightly patrols. For the time being, he was under strict orders to be back by midnight, except on Saturday nights because Sunday was the only day they both had off which meant she could look after the spiders.

The spiders never really seemed bothered when he left, but within seconds of his return he found himself overwhelmed by fifteen over-eager arachnids, so he knew they missed him when he wasn't there.

Thankfully, Oscorp seemed to have eased up on the creepy stalking, but he still took the train several stops away before patrolling.

For the next two months, everything went pretty well. The spiders molted again and went from around ankle height to almost knee height. They still kept their legs tucked in tight against their bodies which made them seem taller, but also meant they took up less space. It felt kind of like they were living with fifteen cocker spaniels…except the cocker spaniels each had eight legs and eyes…and they could climb walls…and they didn't understand the meaning of the word 'stay'.

Peter quickly realised that they followed gestures better than words and started watching sign language tutorials on YouTube. He wasn't sure if they understood much of what he was trying to convey, but he did his best to sign important words when he spoke to them. They caught onto the sign for 'food' pretty damn fast, that was for sure.

Sign-names were another issue entirely. If he'd thought coming up with normal names was hard, coming up with relevant nicknames seemed impossible. He felt bad about it, but he'd resorted to using the first letter of their names. In the case of those with names starting with the same letter, he used the first two letters. They didn't seem to really get the concept of names, so he was pretty sure they weren't too offended by his lack of originality.

The increase in food costs had to be taking a toll on their budget, but Aunt May refused to let him worry about it. The photography helped a little though it wasn't nearly enough. He started fixing old computers again to bring in a little extra cash. The ones he couldn't fix, he cannibalised for parts. To be honest, a lot of the time the individual parts sold better online than the outdated working product.

Working with the spiders around could be challenging at times, their curiosity knew no bounds. They seemed to sense when he was frustrated with his homework because that was usually when they stole his textbooks. Crepsley was the worst for it. More than once Peter found him hiding under pieces of furniture, clutching the Spider-Man mask in his pedipalps. The last time it happened, something about his expression reminded Peter of a human toddler clutching a stuffed animal.

Which, when he thought about it, made a lot of sense. He'd made a habit of stealing things, and not just his suit and textbooks. Aunt May's fabric placemats were his favourite. He liked to bunch up the material to make it easier to carry and either stash them somewhere in the apartment or hide under the furniture with them until Peter could coax him out.

One day when he was waiting for May to come home from work, Peter went into his room and started sorting through boxes in the back of his closet. He'd thrown out most of his stuffed toys from when he was a kid, but he knew there were still a few holed up somewhere.

Victorious, he held up a stuffed bear which had been jammed into a box of old school projects, including a few science projects he'd forgotten existed. Violet, Meg, and Ben stared at him like he'd lost his mind.

"You guys will see," he said, patting each of them on the head before he went back to where Crepsley was currently holding his mask hostage.

When he showed him the bear, the spider unfurled his legs to regard the foreign object more closely.

"Here," Peter said, placing the stuffed bear on the floor in front of him. "For you."

Crepsley hesitated, staring at the bear as if he expected Peter to snatch it back at any moment.

He reached out with one of his front legs to drag the toy closer, dropping the mask as he did so. The bear was a little big for him yet, but the spiders still had a lot of growing left to do. Crepsley didn't seem to care that it was awkwardly sized as he held it with his pedipalps.

"Can I have my mask back now?" Peter asked. Crepsley, of course, didn't respond.

"Mask," he repeated more slowly. He didn't know the sign for that, so he just mimed putting it on. When Crepsley still didn't seem to get it, he outright pointed at the crumpled fabric by the spider's feet.

Peter couldn't tell if the spider shuffled away from the offending object because he genuinely understood or if it was just a coincidence. Either way, Peter retrieved his mask, so he labelled it a success.

As soon as he had the chance, he used his leftover birthday money to purchase thirteen stuffed animals, as well as a discounted Iron Man plushie for Anthony because he couldn't resist the temptation. This turned out to be an incredible success, with the vast majority of the spiders refusing to part with the toys except for when they were eating and the rest opting to hide the animals retrieve them from their hiding places when it was time for bed. Webster and Natalie were the only ones who seemed disinterested.

Overall, though, things were going pretty well...until a man dressed as a goblin started throwing bombs at him. Needless to say, that night wasn't especially fun.

He still wasn't sure how he managed to drag himself back to his apartment that night, the Spider-Man suit poking out from underneath the button up shirt he'd forgotten to do up all the way.

He found May waiting for him. Peter half expected her to scold him for staying out past curfew, but either she changed her mind when she caught sight of him or she'd heard about the fight.

The spiders were more frantic than usual when they dog piled on top of him. He didn't have the energy to fend them off, so instead he slid to the floor and allowed them to form a pile on top of them. The weight of their fluffy bodies made him feel better, even if they didn't help the pain.

There was an anxious sort of tension in the room as May helped him out of the suit and, after applying a generous amount of burn cream, started picking bits of glass and debris out of the slices in his skin with a pair of bathroom tweezers. The spiders gathered around him, gently poking him with their feet from time to time.

He wasn't sure if they were trying to reassure him or if they were just hungry.

"May," he said when he was coherent enough. "May, I can do this. You've got work tomorrow."

She glowered at him in response.

"If you honestly think that I'm going to leave you on the bathroom floor chalk full of glass because you won't go to a hospital like a-"

"It's not just the vigilante thing, May." He was way too tired to have this conversation. "What am I supposed to say if they want to run tests? Or when my wrist heals in the middle of them x-raying it?"

She pursed her lips in response.

"At least let me put the disinfectant on while you're doing…all that," he said, waving his good arm for emphasis.

"Fine."

May had to shoo the spiders away from the first aid box. Ed and Charlotte in particular were fascinated by it.

"Leave the suit alone," Peter warned, keeping an eye on Anna who was slowly inching closer to the shower cubicle where he'd discarded it.

Speaking of the suit, he was going to have to figure out what to do about that sooner or later. It was damn tough, but apparently it wasn't designed to withstand direct hits from pumpkin-shaped grenades. Parts of it were intact if you excluded a few nicks and tears, his mask included. Other parts were either burned, shredded, or partially dissolved.

Mr Stark was going to kill him.

As if sensing his distress, Violet reached out from where she'd settled on the edge of the sink and poked his forehead with a delicate foot. He couldn't help but smile at that, though it probably came out as more of a grimace.

Being mindful of her legs, he scooped her off the counter. She squirmed a little, waving her pedipalps in a way that made her look vaguely offended before she got a grip on his shoulder and settled down. Her fangs were dangerously close to his exposed throat, but he couldn't bring himself to care.

Soon after he found himself overwhelmed by tiny-dog sized spiders, all vying for his affection. He moved back down to the floor which made them a little happier, May muttering under her breath as she tried to wrap the burns on his side while half a dozen spiders used him as a climbing frame.

Peter didn't realise he'd dozed off until May gently shook him awake.

"Peter, we need to get you to bed."

He blinked.

"H've a c'ncussion…no sleep."

"That's just a myth, sweetie. I checked," she assured him. "In fact, sleep is strongly recommended to help the healing process."

"Errungh," he said in response, already dozing off again.

She shook him again and he said something unintelligible in response.

"Peter." He cracked open an eye because that was her 'cut the bullshit' voice.

"Mmm?"

"Bed."

"Bed…yeah…"

The spiders didn't seem to like the idea of moving any more than he did, but with May's encouragement they made the trek back to Peter's room.

He all but collapsed on the bottom bunk, even though he only ever slept in the top one. They'd even started hanging blankets over it to create a make-shift hide for the spiders. He was careful to leave the blankets more or less where they were, so the bottom bunk was still mostly concealed, with exception of the space directly opposite his face. He got claustrophobic if he felt too enclosed.

"You should go to bed too, May," he mumbled.

"I will," she said, running a hand through his hair. The spiders piled on top of him once more, scuffling with one another for the best spot. "I just want to make sure you're alright first."

"'m fine," he said. Too exhausted to put up any more of an argument, he rolled over onto his back. He spent a long while staring at the underside of the top bunk while the spiders got themselves comfortable.

Oscar situated himself under Peter's chin, nuzzled against the hollow of his throat. Beth was somewhere up above him, legs tangled in his hair. Martha and Crepsley insistently burrowed under the covers and curled up against his side.

Luna, Ed, Meg, Anna, and Shelby all piled on top of his legs. Charlotte, Ben, and Anthony took up residence on the wall to his immediate left. The only spiders who weren't in his immediate vicinity were Webster and Natalie, but even they could be found close by.

He knew from their body language that their lack of proximity wasn't because they didn't care, quite the opposite. Natalie lurked directly above May's silhouette, silent and watchful. Webster kept watch from the wall directly above the door, ready to drop down on any would-be-intruders.

While the others slept, the ever-vigilant spiders would keep watch over the apartment and those who lived in it.

A sad thought, he supposed. But a reassuring one.

He made a mental note to sneak them a few super worms in the morning. The feeder insect colonies weren't maturing anywhere near fast enough to meet their demands but were still an overwhelming favourite. May had started to experiment with other food's after copious amounts of research, as well as advice from Karen.

So far, chicken proved a popular choice. They tried to avoid giving them processed food, or even cooked meats…but that didn't stop Crepsley from stealing strips of bacon off their plates whenever he got the chance. Peter had left out their old tub and was attempting to teach them to leave their undigested leftovers inside it with mixed results.

He drifted off to sleep that night, surrounded by spiders and with May at his bedside.

Despite his many injuries, he slept soundly.

xxx

He came in and out of consciousness a few times before he really woke up the next morning. He heard an alarm and May cursing, a few of the spiders started getting restless, he heard the front door close. Everything ached, but it wasn't even close to what it had been before. This he could handle.

Yawning, he sat up to find half a dozen spiders still pinning him down, the gentle tap, tap, tap of the others walking around drifted in through the open bedroom door.

"C'mon, guys. I know it's Saturday, but we've got to get up," he said as he slid out of the bed, careful not to jostle any of them in the process. He found himself thankful that spiders were physically incapable of grumbling. He was sure they'd be giving him hell for moving. As it was, all they could do was convey a vague sense of irritation through their movements, and even that was enough to make him feel guilty.

Anthony, Luna, and Shelby all moved to follow him, even if they weren't especially keen on the idea. Only Webster and Natalie stayed behind.

He wasn't sure when they'd decided to call of their watch and get some sleep, so he pinned the blanket back into place over the bottom bunk to block out the light for them. He'd wake them up in a few hours if they didn't come through on their own.

His first stop was the bathroom to assess the damage. His suit was (thankfully) still in the shower. Upon closer examination, he found the damage was worse than he'd previously thought. Even if Tony could salvage it, the cost of repairs would be…

Shaking his head, he folded it up and placed it in a carrier bag under the sink. Dried blood stains were a bitch to deal with, but he'd make sure the shower was clean before May returned from work.

He was reluctant to look in the mirror just yet, so he started assessing the wounds on his torso first. The burns which had once been scorched and blackened were red and shiny, first degree burns rather than flesh cooked almost to the bone. They didn't smell anymore either, which he supposed was good. Most of the nicks and cuts had scabbed over which was good but they hadn't quite healed over, he figured his body was too overtaxed to worry about scratches right now. The bruises were in varying stages of healing, some of the minor ones were turning green but a lot of them were still black and blue. The hand-shaped bruise around his throat had turned an ugly purple colour, the same hue as the ugly footprint-shaped bruise on his sternum. It no longer felt like his lungs were being pierced by a few dozen splinters, so he could only assume that his ribs were healing okay. They still seemed tender and ached in protest when he moved in a way they deemed unfit.

His face was, unfortunately, a different matter. The bruises under his eyes remained stubbornly purple, dappled with flecks of black. His left eye, though no longer swollen completely shut, was still puffy and created the impression that he was squinting. The cut running along his cheekbone had scabbed over, but the skin around it had turned a deep blackish blue. His split lip was, unfortunately, still split.

No wonder the spiders seemed skittish.

He took a quick shower, wincing in pain as the hot water hit the burns on his back before he changed into a pair of sweats and a high neck sweater that did a pretty good job of hiding the finger marks on his neck.

He padded into the living room, scooping Martha up off the windowsill as he went to keep her from fiddling with the closed blinds. They really didn't need to give the neighbours heart attacks on top of everything else.

He placed the wriggling spider back down on the counter top, only to have her latch onto his arm as he tried to pull away.

Ignoring the way his mostly healed wrist gave a twinge in response, he allowed her to climb onto his back as he went to hunt down some food. He found Beth hiding out on top of the fridge.

As Peter went about making breakfast, Crepsley climbed onto the kitchen counter. The stuffed bear got under his legs as he carried it, but he seemed determined. Peter ended up helping him through the last leg of the journey, and the spider made himself comfortable in his usual spot on the kitchen counter.

Peter was tempted to send Ned a picture of the spider with the stuffed animal, but he'd forgotten to charge his phone the night before. He promised himself to give a detailed recounting of the event later instead.

Peter was careful when he chose what to watch around the spiders. He tried to avoid anything overly murderous in case they got the wrong idea. They'd shown a love for all things animated, with Bug's Life being their favourite so far. They crowded closer to the screen whenever the black widow spider made an appearance, a fact that led to Peter's desperate search for another decent role model. As it turned out, there was a severe lack of spider-representation in kid's movies, especially since he outright refused to put them through the heartbreak of Charlotte's Web.

Maybe he should send someone an email about that.

Peter finished his Chinese food and wandered back into the kitchen, leaving the spiders gathered around the TV. He almost broke the plate in his hands when someone pounded on the front door.

Everyone in the room froze at the sound, waiting to see if it was a fluke.

"Kid open up, it's me."

"Shit," he said under his breath before shouting, "just a second."

His first move was to switch off the TV. For once the spiders didn't offer any protest. Their legs were tucked in even closer than usual, their pedipalps twitching with nervousness.

"C'mon," he hissed. "You guys have to..."

It took him a moment to remember the sign he was reaching for. "hide."

He made shooing motions and gestured towards his bedroom door. A few of them shuffled in that general direction, but they seemed more concerned about the noises coming from the other side of the front door.

"Are you alright in there?"

"Yeah!" he shouted back. "Be right there, Happy."

Taking a different approach, Peter ran inside his room and gestured for the spiders to follow. He wasn't sure if they recognised his urgency or if they just wanted to be close to him under the unprecedented circumstances, but the majority of the spiders followed.

Natalie and Webster peeked out from behind the blanket covering the bottom bunk, their movements sluggish as they tried to shake off the residual effects of sleep deprivation. Somehow, he managed to corral the others into his bedroom and made it to the front door alone.

"Hey," he said, trying to act casual. "What-uh-what are you doing here?"

Happy gave him a look that made it clear just how unimpressed he was.

"Why the hell weren't you picking up my calls?"

"My phone's dead. I forgot to charge it last night. Was…kind of busy." He was all too aware of the mess of bruises on his face, so he did his best not to look Happy head on. As if that would make it any less obvious. "Why were you trying to call me?"

"Why was I-" Happy stared at him in disbelief. "Have you seen the news?"

"Not since yesterday morning…" he trailed off. Had something gone down? Was Happy trying to get a hold of him for a mission? He seemed pretty relaxed if that was the case. He was irritated, sure, but he didn't look like someone who was concerned about the world ending any time soon.

"Can I come in?" he asked with a sigh. "There's something you need to see."

"Um, sure?" Happy had never been to the apartment before, but he didn't say anything about it. Aunt May raised him to have manners, so the next words out of his mouth were: "can I get you anything?"

"No thanks," Happy replied as he took out his phone fiddled with it for a minute before handing it over. It was a video from a news outlet, the banner displaying the words 'Local Vigilante Faces New Supervillain In Brutal Exchange'. "The local news cycles have been covering it almost non-stop."

The report was pretty run of the mill, but it painted him in a positive light for once which was nice. They even brought up his 'altercation' with the Vulture as if it was a qualification which…he supposed it kind of was. The superhero equivalent of extracurriculars.

He turned off the volume when they switched to video footage of the 'incident' (warning, the following footage contains scenes of violence that some viewers may find distressing), the Goblin's manic cackle wasn't something he needed reminding of.

They didn't start the fight at the beginning, back when the two had seemed evenly matched. They didn't establish that Peter wasn't helpless, that he'd diverted bombs away from civilians and dodged that razor-sharp glider countless times.

They started at the exact moment the pair collided. The altercation that followed was brief and ended with the man pinning Peter to the side of a building, a pair of inhumanly strong hands wrapped around his throat. They didn't tighten enough to cut off his air supply, not completely. The Goblin cocked his head to the side, watching with a revolting level fascination as the Peter on screen flailed, and gasped. He clawed at the hands around his throat, desperately trying to relieve the pressure on his airways. He could still feel the phantom pressure around his throat, periodically relaxing enough to let slivers of air reach his lungs before snatching it away. It was enough to keep him conscious, it wasn't enough to let him breathe.

Happy reached out to take the phone back, but Peter dodged his outstretched arm.

He got in a lucky shot, the Peter on the screen did that was. His elbow struck the Goblin's neck where the plates in his armour met. It irritated him enough to make him loosen his grip, and Peter fell to the ground in a crumpled heap. His hands went to protect his damaged and vulnerable throat as his lungs struggled to take in air.

A twisted grin spread across the Goblin's face, something Peter hadn't seen the first time around. An armoured boot hit the on-screen Peter's side, sending him flying backwards. That fascination returned as the Goblin stalked closer. Peter got onto all fours, but a firm kick sent him sprawling onto his back. The man planted that same boot on Peter's chest, slowly increasing the pressure on his ribcage. Peter's movements became erratic as his bones began to creak under the weight. He scrambled for a grip on the boot, and though you couldn't see it in the video, his hands caught on the jagged metal and left bloody impressions of his hands behind.

They cut away from the video, and Peter turned up the volume again to hear what the too-calm presenter had to say.

"Despite the brutal nature of the attack, Spider-Man did come out victorious. He was able to subdue the villain that has since been dubbed the 'Green Goblin' and waited for the NYPD to arrive on scene before disappearing. Sightings of him following the incident are scarce, but it's clear that his injuries were extensive. Unfortunately, the Green Goblin was able to escape police custody in transit which has led to a city-wide demand for an increase in funding to-"

Peter paused the video with shaking fingers. He handed back the phone without looking up, focusing on keeping his breathing even.

"Are you sure I can't get you anything?" he asked, voice cracking halfway through the sentence.

"I'm sorry, kid. I didn't mean for you to-"

"I wanted to see it," Peter cut him off. "Besides, I would have found out about it eventually. I try to watch the news pretty closely."

He had to text Ned and let him know he was okay.

"Um…when the guy escaped…he didn't hurt anybody did he?"

"Cuts and scrapes, mostly. He bolted first chance he got, something tells me he won't be bothering you again."

"I doubt that," Peter muttered under his breath.

"I'm serious, kid. Tony-"

Peter's head snapped up at that. "Tony knows?"

Happy's eyes flickered to the cut scabbing over on his cheek. "Of course Tony knows, I had to convince him not to break down your front door. What's this about you telling your suit's AI not to call for backup?"

"I thought I could handle it…and then the suit got all messed up and Karen got kind of glitchy. I mean, everything was great! It's just…some of the systems went offline when he set that bomb off."

He cringed at the memory. "It was fine, though! I mean, that video looked bad but the whole fight wasn't like that, I swear. I mean, I won…even if he did technically get away afterwards but I wasn't there for that bit…"

Happy's frown deepened the longer he rambled, so Peter just sort of trailed off and waited.

"That shouldn't have happened with your suit, Tony will want to look at it."

Peter all but recoiled at the suggestion.

"Um, you know what, I think it's fine. In fact, yeah, maybe just don't mention the suit to Tony?" Peter couldn't help but feel embarrassed by how high his voice got at the end of that sentence.

Happy blinked. "You're not running around in a barely functional suit. You'll have it back in a few days, tops…Unless, of course, there's something you're not telling me."

Peter stared intently at a patch of discolouration on the wall.

"You didn't lose it did you?" Happy asked with a sigh.

"No!" Peter said without hesitation. "Jeez, I'm not that irresponsible."

"Then what?"

He shuffled his feet, looking anywhere except at Happy.

"I know where it is…"

"But?" Happy asked. The impatience seeping into his voice was what pushed Peter over the edge.

"But-it's-kind-of-sort-of-completely-wrecked-and-I'm-sorry?"

"Define 'completely wrecked'."

Peter hunched over, trying to make himself as small as possible. "…It's cool, I did this before I had the suit, I'll do it after. I'm just…will you tell Mr Stark that I'm really sorry? I know it was super expensive and-"

"Peter," Happy interrupted and that caught his attention because he wasn't sure if Happy had ever used his real name before. "Tony's doesn't care about the suit."

"It's trashed, Happy. Like, barely even good for spare parts kind of trashed."

"I think he'll be more concerned by the fact that you were wearing the damn thing when it got trashed."

"Happy," Peter whined. "I'm being serious."

"So am I. Can I see the suit?"

Peter obliged, retrieving the suit from the bag in the bathroom.

"Jesus Christ are those acid burns?"

"Um…"

Happy pinched the bridge of his nose. "I'm too old for this shit."

Peter didn't reply as he stuffed the suit back into the bag.

"Okay, I know this is a difficult concept for you to understand, but all of this," he said, gesturing to the bag in Peter's hands, "is not your fault."

"But-"

"No buts, now we're going to take a little trip upstate, and you're going to get those injuries checked over by a qualified medical practitioner who knows what they're doing. They take doctor-patient confidentiality very seriously, so you don't have to worry about your identity getting out-"

It was Peter's turn to interrupt this time, his mind going to the fifteen spiders confined to his room. "No."

"No?"

"No," Peter repeated. "I'm fine, I just need to sleep it off. Tomorrow I'll be good as new."

They stood in silence, Happy seeming to stunned to form a coherent sentence.

"Some nutjob threw a bomb at you before proceeding to kick the crap out of you," Happy said slowly, as if Peter didn't understand. "And you're just going to pass on getting medical help?"

"Um…yes?" Peter said, though it came out as more of a suggestion than a statement.

Happy opened his mouth to speak but was interrupted by an almighty crash coming from Peter's room.

"What was that?"

Peter paled.

"…Books?"

"Books," Happy repeated. Peter winced because God it sounded even more stupid when he said it like that.

"Yeah…You know, you just leave all of your textbooks in a massive pile when you don't feel like putting them away. Eventually they fall…and it sounds just like that."

Another noise in came from the room, like the tinkling of broken glass. He really hoped the spiders hadn't broken the window because he wasn't sure how he'd go about explaining that one to the civilians minding their own business on the street below.

Happy crossed the room and opened the door, ignoring Peter's shouts of protest.

Anthony bolted out of the room, probably trying to make it to the couch. As the smallest of the spiders, he alone could still fit under the furniture. Instead, he ran headlong into Happy's legs.

The neighbours really are going to kill us one of these days, Peter thought as Happy let out a scream.

xxx

Happy didn't get the chance to meet the rest of the family as they wisely chose to hide when they heard his deafening screech. Immediately Peter leapt into action, scooping the traumatised Anthony into his arms. Anthony unfurled his legs to wrap them around Peter's torso, clinging to him desperately.

While Happy tried and failed to construct a coherent response, Peter peeked his head around his bedroom door. His lamp was on the floor, the lightbulb in pieces. He picked them up as fast as he could to prevent the others from cutting themselves, stashing the shards in his desk drawer for the time being. He also snagged Anthony's Iron Man plushie which lay abandoned on the floor. Webster crept out from under the bed, regarding him with cautious eyes. Peter pressed a finger to his lips and hoped that he understood.

He was reluctant to take Anthony back out there but leaving him behind seemed even worse. The spider continued to tremble against his chest, even after Peter returned his Iron Man plushie. Sighing, Peter closed his bedroom door and sat down on the couch, leaving a still stunned Happy to watch him from across the room.

"It's okay," Peter murmured to the spider. The vibrations seemed to reassure Anthony a little as he responded by flattening himself against Peter's sternum and unwrapping his two foremost arms from around Peter's neck to press them against the hollow of his throat.

Peter found himself repeating the words over and over again, hugging him closer. The spider looked so vulnerable as he stared with wide black eyes, holding the plushie in as strong a grip as he could muster.

Happy opened and closed his mouth as if he were carrying a conversation in complete silence before he closed his mouth and just stared at them for a minute longer.

"I'll be right back," he said, and Peter felt kind of bad because his voice was genuinely shaking. He'd never asked Happy if he liked spiders before. Given his ashy complexion, Peter didn't think he needed to anymore.

Happy left through the front door and spent a few minutes trying to get his breathing under control. No doubt Happy intended for the phone call that followed to remain private, but Peter's super hearing made it difficult not to overhear. The walls combined with the fluctuating connection managed to muffle Tony's voice a little, but Peter got the gist of it.

'The kid reproduced' was Happy's opening line. It wouldn't have been Peter's first choice but seeing as how he didn't stick around to get the backstory he supposed it was a fair assumption.

Peter didn't need super-hearing to know the first word out of Tony's mouth was 'what?!'.

"I don't know the 'how' or the 'why' of it, I just know that there's a giant god damn spider and I can't deal with giant god damn spiders Tony."

"When you say giant…" Tony said, his voice slow and cautious as if he didn't really want to know the answer to his own question. Peter didn't hear how that inquiry ended, but he couldn't bring himself to mind.

"I mean, we're not talking eight legged freaks but still a hell of a lot bigger than any spider has any right to be. Ever."

"And you're sure it was…his?"

"Where else are you going to get a giant spider, Tony?" Happy asked incredulously.

Peter was pretty sure Tony replied by saying: "I'm just asking," closely followed by something along the lines of: "we do live in New York and-"

"It was red and fucking blue, Tony! Spider-Man's colours, down to the god damn shade. You're telling me that's a coincidence?"

"…Shit…" Tony said. He added something else, but Peter didn't quite catch the sentence that followed the statement.

"You think I know?" Happy asked, it sounded like he was bordering on hysteria at this point. "I don't even like moving spiders out of my kitchen, you think I've got the first idea how to deal with-"

Peter looked away from the door, patting Anthony on the head without thinking about it. The trembling eased somewhat, but the spider continued to cling to him like his life depended on it.

"Alright, alright, I'll be right there. Just…don't leave until I get there."

"It's going to be okay," Peter said, as much to himself as to Anthony this time. "We'll figure this out….somehow."

xxx

Happy came back inside after he stopped hyperventilating in the hallway. He recoiled when he saw Anthony still clinging to Peter's midsection. He looked a lot bigger with his legs flattened out, so Peter tried not to feel too hurt by it.

"You can wait outside if you prefer. I know this is freaking you out."

"No," Happy said, his voice an octave too high. "No, I'm, uh. I'm good. Not at all freaked out."

Anthony readjusted his grip on Peter and Happy gave a visible shudder.

"He's…um…"

"Cute?" Peter suggested with a half-smile. Happy didn't seem to realise that he was messing with him.

"Not…not my first choice, but sure…let's…let's go with that."

Anthony tapped a delicate foot against Peter's throat to get his attention. The movement made Happy visibly cringe.

What? Peter signed in response. He didn't bother repeating it out loud afterwards.

The spider hesitated before pulling one of his foremost legs away from Peter's throat to jab it in Happy's general direction.

Peter frowned for a moment glancing back at Happy.

Who? he suggested. Anthony gave no indication that he was correct, but he didn't give any indication that Peter was incorrect either.

"This is Happy," Peter said aloud, repeating the name a few times in sign language to make sure the spider picked it up. Fortunately the word 'happy' was easy to translate.

Anthony went back to clutching his plushie, so Peter figured he must have interpreted the question correctly. He felt a pang of pride, that was probably the closest he'd ever come to having a conversation with one of the spiders.

"Can it actually understand you?" Happy asked. He seemed to consider this a disturbing concept.

"He," Peter corrected.

"Right…Can he understand you?"

Peter gave a vague shrug. "He understands some things better than others, I think. Signing makes things easier, spiders don't interpret sound the same way humans do. They…feel sound rather than hear it."

Peter left Happy to mull over that thought.

"…I called Tony," he admitted after a few minutes of awkward silence.

"I know."

"Oh…well he should be here soon."

"You really don't have to stay," Peter said, staring at Anthony to avoid meeting Happy's eye. "I know Tony told you to, but…he's freaking you out."

"He's not freaking me out," Happy insisted stubbornly.

Peter fixed him with a stare. "Happy, you screamed when you saw him."

"I wouldn't call it a scream."

"Well what would you call it."

"An…exclamation of alarm," Happy replied.

"Fine, he alarms you. Is that better?"

Happy hesitated. "Look kid, he just took me by surprise is all. I'm fine with him, I promise."

"If you say so," Peter said. Anthony had stopped trembling but didn't relinquish his octopus-like hold. He seemed pretty content where he was.

"What's with the Iron Man toy?"

Peter looked up to find Happy inching a little closer.

"He likes having something to hold…and it seemed kind of appropriate. His name is Anthony," Peter said.

"Oh," Happy said. He waited a moment before he added, "you know…Tony's become pretty attached to you kid."

Peter shrugged, focusing his attention on the spiderling in his arms.

"Do you know if Tony likes spiders?"

Happy's expression softened. "I know he doesn't dislike spiders."

"But you're not sure what he'll make of giant ones," Peter said when Happy didn't.

They didn't say anything else as they waited for Tony to arrive. Anthony was more relaxed now that he knew Happy wasn't a threat. The only downside was his curiosity. Happy was the first person Anthony had been introduced to outside of their immediate family. Happy, on the other hand, didn't seem that keen on being introduced to Anthony.

It took three close encounters for Happy to relent and agree to wait outside. Peter's heart broke a little at how disappointed Anthony looked when Happy left.

And that was how they ended up passing the time by watching Bugs Life on Peter's laptop. He felt tempted to let the others join them, but he figured it was better to give Tony forewarning instead of unleashing the whole family upon him when he least expected it.

Peter heard Tony's car pull up outside the building (his car had such a distinctive engine, it would have been near impossible for him to miss) but the grasshoppers had just made their first appearance which proved an excellent distraction. The spiders liked the grasshoppers almost as much as they liked Rosie the black widow spider. Peter suspected it may have been due to how closely they resembled crickets.

He heard Happy talking to Tony outside, but did his best to block out their conversation. Anthony prodded him a few times when he paused the movie, but the knock at the door quickly drew his attention away from the television.

Peter had never known Tony to be awkward, and yet that was the word that best described him in that moment.

"Hey, kid." He cleared his throat before adding, "hope you don't mind, I gave Happy the rest of the day off. He seemed a little…"

"Terrified?" Peter suggested.

"I was going to say agitated."

"…you should probably come inside."

Peter closed the door as Tony inhaled sharply. Anthony was peering over the back of the couch, only the top of his head and eight black eyes visible.

"You okay?" he asked, trying not to show how nervous he felt.

"Yeah." Tony was a lot better at composing himself. "Just…wasn't sure what to expect is all."

Peter had learned that the spiders had a strange way of expressing excitement. Whereas people jittered with nervous energy, the spiders grew still and tensed like a tightly wound spring. Anthony positioned himself as if ready to pounce on a prey item.

"Tony," Peter said in a voice just louder than a whisper. "Don't move."

Without hesitation, Tony went still. "What's happening?"

"I'm not really sure. He usually only gets this way when he sees food."

"What?!"

"Relax, he's probably just…curious. Happy kind of traumatised him before he could get excited…Maybe let him make the first move, though. Like, as a precaution."

Peter wanted to say there was no chance of the spider interpreting Tony as food, but to be honest he couldn't be sure. It wasn't like the spiders had a lot of experience with meeting new people.

Anthony moved with a slow, strategic precision. He raised his foremost leg up to settle it on the couch, then the other one. Peter relaxed.

"Okay, you didn't trigger a feeding response," Peter said with no small amount of relief. "He's just nervous. You're good to go."

Tony didn't seem convinced but took a careful step forward regardless.

In the span of about a second and a half, Anthony vaulted over the back of the couch and lunged for Tony's feet. Before he could stagger out of the way, the spider darted back to the couch. Instead of returning to his original position, he flattened out his legs and slid under the couch on his belly.

Tony blinked at the Iron Man plushie at his feet in surprise.

"He recognised you," Peter said in awe. "He always watches the news with me in the evenings. I knew he'd made the connection between the plushie and the real Iron Man, but I didn't think…"

Eight black eyes became visible under the couch, watching Tony with an intensity the spiders tended to reserve for dubia roaches.

"So…what do I do now?" Tony asked. It was weird to see Tony looking to him for advice instead of the other way around.

"I…think he wants you to pick it up."

"You think? What if you're wrong?"

"Then…to be honest, I don't really know. It would probably be fine."

Tony sighed before he reached down and picked up the Iron Man plushie.

Anthony scrambled to get out from under the couch and a second later was back at Tony's feet. The constant movement of his pedipalps made it look kind of like he was waving.

"Little guy's pretty damn quick," Tony said under his breath.

Anthony tapped Tony's shoe with one of his legs and waited.

"He wants the plushie back now," Peter said. He felt more confident now, this was something the spiders indicated to him on a near daily basis.

Perplexed, Tony crouched down and offered the spider the plushie. Anthony snatched it back and bolted back to his hiding spot under the couch.

"Well, that was…confusing."

"I think he wanted to confirm it was really you, but he didn't have a better way of asking. That, or it was just a really nice gesture."

"So," Tony said, still watching the couch in case Anthony made another appearance. "That was your spider-child."

Peter winced. "Okay, just to clarify, some crazy scientists grew him in a lab using my DNA. He's mine biologically, but he wasn't…you know…born."

"Well, that's a relief. I didn't really want to ask who the lucky lady was but…" he shrugged. "It wouldn't be the strangest thing that's happened in the last few years. Also, we're having a long talk about these 'crazy scientists' later."

"That's fair."

"Secondly, are you doing okay after that whole incident in Midtown last night?"

"Eh," Peter said truthfully. "I'm not great, but I'm healing well enough."

"Good…" Tony said. They stood there for a few minutes until the silence grew too awkward for him to bare. "God, I need a drink."

Peter's head snapped up. "What? I thought you just said you were fine!"

"I'm willingly spending my Saturday bonding with my protégé's spider-y lab-grown offspring. I need a drink because this isn't freaking me out, Underoos."

"Anthony," Peter corrected, and Tony stiffened.

"Anthony?" he repeated.

"Yeah…it's his name. He doesn't really respond to it or anything but- I mean…yeah," he said awkwardly.

"…Oh," Tony said.

"…Thank you for not freaking out," Peter said before he lost his nerve. "I mean, I can't really blame Happy, I was pretty creeped out the first time I saw them…but it would kind of suck if new people always screamed in my face the first time they saw me, you know?"

"No problem, kid," Tony said with a frown. "Just- quick question, what did you mean by them?"

Peter froze. "Um, what do you mean?"

"You said 'the first time I saw 'them', plural."

"Oh," Peter said, realisation hitting him in the head like a brick. "Right, I meant to bring that up earlier."

"There are more of them," Tony said, pinching the bridge of his nose as if trying to alleviate a headache.

"Well…yeah."

"Just how many more are we talking?"

"Well, by spider standards it's like, practically none."

"Uh huh, and how many are we talking about in human terms?"

"More than a few?"

Tony sighed. "So, what, like four?"

Peter winced. "That's a little on the low side, actually."

"Five?"

"Not quite."

"Six? Six and a half?" Tony asked with a hopeful expression. When Peter grimaced he sighed. "Okay, I'm not going to keep doing this. How far away from seven are we talking?"

"Um…double?"

Tony put his head in his hands. "I really need that drink now."

"Mr Stark, I promise they're not that bad. Anthony is nervous right now, but they're really friendly once you get to know them! They don't bite or anything, which to be honest, gives them an edge over a lot of human children really-"

"Hold up, children? As in, not yet fully grown yet? How big are they going to get exactly?"

"Well, it's hard to say for sure…"

"Can you give me an estimate?"

Peter shuffled. "I mean they may stay fairly small. Maybe triple the size?"

Tony stared at him. "Triple is the conservative estimate? Meaning that they could get even bigger."

"Um…well, there's not that much data out there about jumping spiders and they have a lot of human DNA too…plus some DNA from other spiders. But theoretically they could get to up to..." Peter mumbled the last part under his breath.

"What was that? Didn't quite catch the last bit there."

"Ten times as large as they are now."

"…I think I need to sit down."

Peter sat down on the couch opposite while Tony took the chair and struggled to process what his life had become. Anthony crawled out into the open and snuggled against Peter's side the way he did when they were watching movies. Apparently, he expected Bug's Life to resume now that Peter was sitting down again.

"Fourteen truck-sized spiders," Tony said, staring at Anthony from across the room. "That's going to be a tough one to explain."

"Actually…that's fourteen excluding this one," he said, patting Anthony's head.

"Even better. So, are they all in your room right now?"

"Yeah, I didn't really mean for Happy to find out about them. Anthony knocked over my lamp."

"So, you were just going to keep them in your apartment forever?" Tony asked incredulously.

"Well, I hadn't really thought that far ahead, yet…I was kind of worried that you'd want me to get rid of them," he admitted. "I know they don't look it, but they're really smart and they like movies and…I didn't want them to grow up in a lab somewhere because of something they have no control over."

Tony's expression softened. "They can't stay here forever, Pete. That doesn't mean anyone is going to take them away from you. It'll be…complicated, but we'll figure something out. Okay? Maybe they could stay at the Compound when they outgrow this place. It's isolated, but there are always people around. We could monitor them to make sure they don't get into trouble, they'd have plenty of room to run around, and you could visit them whenever you want. Hell, we've still got you a room reserved for when you decide you're ready to join the big leagues."

"You'd do that?" Peter asked, eyes wide and hopeful.

"Sure. When we first changed locations, one of the Avengers almost moved their whole family in there and a lot of them got visitors before the whole Civil War business when most of them split, family members who'd stay overnight and such. Of course, your family is a little more…extensive now, but we've got the space and I'm sure people will get used to it after a few weeks…or months, maybe never in some cases. But hey, we'll make it work."

Anthony prodded Peter in the side when he realised the movie wasn't going to resume. Peter scratched his head, something the spider seemed to find an acceptable substitute.

"You want to meet the others?" Peter asked.

"Might as well," Tony sighed. "You think they'll respond the same way he did?"

"Nah," Peter replied, picking up Anthony as he got to his feet. "The others are too big to fit under the couch."

Before Tony could reply, he crossed the room and opened the door to his room. A few of them had drifted out into the open, but they froze the second Peter opened the door. The others were all in hiding.

"Hey, guys," Peter greeted, signing the words he knew as he spoke. "I want you to meet someone."

His signing was clumsy at best, and he'd long since resigned himself to sign assisted speech as opposed to full on sign language, but he did the best he could.

Webster, always the brave soul, was the first to venture out into the living room. He stopped to stare at Tony for a solid minute and a half before he made the decision to approach.

Peter moved to stand beside Tony, both to show that he wasn't a threat and to intervene if the spider misinterpreted the situation.

Webster stopped at regular intervals during his approach. Tony wisely chose to remain as still as possible and let the spider approach on his own terms.

When he was within a few feet of Tony, he extended a fragile leg and nudged his shoe.

Peter sat down on the floor next to him, Anthony still bundled in his arms.

"Hey, buddy," he said with a smile. "This is Iron Man. You know who Iron Man is, right?"

Webster watched him sign the single sentence with painstaking focus before he climbed onto the arm of the couch to perch next to Tony.

One by one, the others joined them. Natalie was the first, followed by Martha, Violet, Crepsley, Charlotte, and Bethany. The others were a little harder to convince.

"The brown ones are all females, blue and red ones are males," Peter explained as Luna crept out of the bedroom. He'd put the movie back on a little while ago in the hopes that it would lure the others out of hiding. So far, it seemed to be working. "If the other four males don't come out soon, I'll get the crickets out. Not their favourite food items, but they'll do in a pinch."

"So, what are their favourites?"

"Dubia roaches," Peter replied without hesitation. "They like superworms too, though. And meatballs, we started throwing miniature meatballs in which their regular food after their last molt. They're getting too big to be sustained by insects alone, plus it was getting really expensive. Fortunately, they don't seem to mind. It's not uncommon for spiders to eat carrion in the wild."

Violet moved from her place on the back of the couch to sit on his shoulders and he patted her head affectionately.

"Interesting," Tony said. The spiders weren't comfortable enough to pile on top of him the way they did with Peter. Not yet anyway. Anthony had left him with the Iron Man plushie again, though. Peter had a feeling the others would follow suit before long.

xxx

He called Ned the second Tony left, and they spent the next hour trading notes on everything that had happened. People had started freaking out over whether or not Spider-Man was still alive, a fact Peter found kind of touching. The journalists had been playing him as the innocent victim in all of this after a video of him shielding civilians from the bomb blasts went viral. Instead of a menace, he was just a small-scale superhero just trying to make the world a better place. There had been calls for more police funding, arguments, for new policies to be passed regarding enhanced individuals. Mostly, people were blaming politicians for shunting responsibility onto the Avengers. The issue had been brewing for a while. Law enforcement officers had been staging strikes since the Incident, demanding an adjustment in protocol, as well as new equipment to help them deal with larger threats. The Goblin's escape had pushed it to breaking point.

After arguing back and forth with May, Peter went out on patrol that night. He didn't stick around long enough to stop anything significant, but he swung around his usual areas for a while to let people know he was back on his feet.

When he got home, he found that #SpideysBack was gaining some serious traction on social media. He even read some of his favourite posts out to the spiders. They waited patiently whenever he had to look up sign-words up online.

The next day they received a number of packages, all hand delivered to their door.

The first was an enormous box filled to the brim with tubs of feeder insects of every size, shape, and variety, including a few species Peter had never even heard of. There was a handwritten note inside, the words: 'It's important to maintain a varied diet' written in neat handwriting. On the back it said to let him know when supplies started running low. Tony hadn't bothered to sign it.

Smiling, Peter snagged the Captain America frisbee out of a drawer in the kitchen and tossed it into his room. It landed with a thud, and a second later fifteen spiders were tripping over one another in their haste to get to the kitchen. He'd lost count of how many times he'd thanked Ned for coming up with that absolute gem of an idea. He knew for a fact they'd swarm him every time he went near the kitchen otherwise.

After they'd each tried every different insect and had their fill of their favourites, the spiders seemed full. This in of itself was a small miracle as Peter would have sworn up and down they were insatiable. A second box arrived not long after, this one was filled with ice packs and had a bag at the bottom from a reptile-keeper site. He didn't open it, but according to the label it contained frozen rodents. This one didn't have a note, but Peter assumed the same rule applied. He couldn't help but feel relieved that he could start sustaining them on food spiders were supposed to eat as opposed to whatever they could afford.

Peter and May were watching TV when the next package arrived. His eyes widened when he realised what it contained.

After Tony had made a joke about the stuffed animals, he'd mentioned in passing that he'd originally wanted to get them all superhero-themed plushies but found they were too expensive. He hadn't expected him to then send plushies of various superheroes, all packed nice and neat in individual packaging.

Anthony snagged the Iron Man one for himself while Peter was unboxing them, guarding it possessively while he continued to cling to the old one. It took him a while to figure out that he was allowed to keep both.

Once they were all laid out on the floor, he left the other spiders to choose for themselves. Most of them felt the need to retrieve their old toys from their various hiding places beforehand, why Peter couldn't say.

Violet was the next one to choose, she shifted through the various options before dragging a Hawkeye plushie towards the couch and setting it alongside the older bunny rabbit.

Natalie seemed disinterested until one of the others got too close to the Black Widow plushie. She'd abandoned her stuffed bear within days of receiving it, but she hoarded this one possessively. The spider always watched the news with May and Peter in the evenings, he couldn't help but wonder if she'd understood all those times they'd pointed at pictures of Natasha Romanoff and said she was named after her.

Ed claimed the Thor plushie, with Ben and Crepsley following close behind to grab plushies of the Hulk and Captain America, respectively. Oscar stole Scarlet Witch out from under Shelby and Peter had to put a stop to their squabbles by offering Shelby the Daredevil plushie as a peace offering. Anna took advantage of the distraction and grabbed Falcon, Meg soon following by example. After a lot of back and forth, she wound up with Vision. Luna crept in behind her and stole her second choice, War Machine.

Bethany watched the others for a time before she began to pick through the scattered remaining toy. Her movements were deliberate, purposeful. She was looking for something in particular.

Peter knew that she was one of the few who favoured the Defenders over the Avengers, and he'd set aside the Iron Fist plushie for this exact reason. She accepted it with the utmost care, as if afraid he'd snatch it back if she made the wrong move and moved to the back of the room to watch the remaining spiders make their choice.

The other Defender plushies soon disappeared, with Martha taking the Jessica Jones plushie and Charlotte racing off with the Luke Cage one.

Peter couldn't help but grin as he watched them race around the apartment, unable to contain their excitement.

"What about that little guy?" May asked from her chair. Frowning, Peter followed her gaze to find Webster overlooking the scene from one of the kitchen cabinets. He wasn't feigning disinterest as some of the others had, quite the contrary.

Peter couldn't help but feel guilty. He thought it was safe to say that Webster was the boldest of all the spiders. This may or may not translate to a startling lack of self-preservation, but Peter was hardly one to judge. It had worried him when the spider was younger, he was always the one to bolt for the door when he left for school, the one to try and follow him out the window when he went on patrol. Lately, he'd stopped trying to venture outwards and instead seemed determined to protect what was inside.

Peter wasn't sure if the shift in attitude had been brought on by something he'd seen in a movie, or maybe it was footage of a super-hero battle on the news. Regardless, Webster had taken it upon himself to watch over not only the other spiders and May, but Peter himself.

"Hey, Webs," Peter said softly. He paused, thinking about how to word his follow up question using words he knew how to sign. "You want one?"

The spider stared at him but didn't indicate that he understood. Sighing, Peter turned around to pick up the last toy, only to find there wasn't one. He blinked at the empty expanse of floor as if a new toy would suddenly materialise.

"Hey, May? Did you see any of the others take two?"

"No," she said with a frown. "Tony did send fifteen, right?"

"I counted fifteen packages."

He started rummaging around in the cardboard box, but the wrapping made it impossible to find anything. He tipped the box upside down, sending brown wrapping paper everywhere. Somewhere in the mess, he heard a 'thud' of something hitting the ground.

The spiders jostled the wrappings as he searched, not one of them daring to put down their plushies. May soon joined the search.

"Found it," she said after a few more minutes of rummaging around. Victorious, Peter unwrapped the package and found himself feeling somewhat stunned.

There, nestled in the paper, was a perfect soft toy representation of…him.

Well, Spider-Man him. He hadn't even known they made Spider-Man merchandise beyond the odd T-Shirt with his logo on it.

He jumped when something touched his back, turning to find that Webster had climbed down from the cabinet. He stared at the toy, reaching out his leg to prod Peter's back again.

"You want?" he had to jam the plushie under his arm, so he could sign as he spoke aloud, but Webster never took his many eyes off of it.

The spider's pedipalps twitched upwards, and Peter took that to mean 'yes'. Webster lingered even after Peter gave him the toy, it made a nice change as he usually preferred to be up high where he could keep an eye on things.

Ned came over later that night, and all of the spiders ran up to him to show off their new presents. They spent close to an hour photographing them all before texting Tony the best ones. To his surprise, Happy texted him within the next twenty minutes to apologise for not staying long enough to meet the others. When Peter asked, he admitted that Tony had shown him the picture of Anthony and Luna with their Iron Man and War Machine plushies and he had to admit that they were pretty damn cute.

Peter looked up from his phone to take in the scene around him. The spiders were focused on the TV, How to Train Your Dragon being tonight's movie of choice. May sat to his left, with Martha, Shelby, Oscar, and Anna between them. Ned was to his right, with Ed and Charlotte between them. On Ned's right, Crepsley was lingering on the arm of the chair in the hopes of stealing his popcorn when he was distracted.

Anthony was on the back of the couch, watching the movie over Peter's shoulder with both Iron Man plushies balanced alongside him, Natalie following suit by balancing on the back of the chair. The vantage point gave her a good view of the room on a whole as well as the TV. Surprisingly, she hadn't put her Black Widow plushie down since she got it. Meanwhile, Bethany, Luna, Meg, Ben, and Violet had claimed the coffee table as their own.

Only Webster stood alone. He was perched on the wall by the window, giving him a decent view of the room. Peter glanced at him from time to time. He couldn't help but notice that it wasn't his usual spot. He preferred to situate himself a little higher, as if prepared to drop down on an intruder at any time.

He smiled when he realised that this new location gave Webster a partial view of the TV. Maybe the spider was still clinging to a remnant of normality after all.

Peter stole a handful of Ned's popcorn, ignoring his friend's protests.

They really did make it work.


	2. Chapter 2

Peter tried and failed to keep himself from fidgeting. He knew he should be leading by example. The spiders would sense it if he started panicking and that wouldn't do anyone any good. May reached over and gave his hand a reassuring squeeze. He really wasn't sure how he would have gotten through this without her.

The van turned a corner without warning and in an instant he found himself surrounded by attention seeking spiders.

"Not much longer guys, I promise." He'd said it so many times, he didn't even bother signing the words as he spoke. After countless head scratches, their anxiety began to ease, and they went back to looking miserable.

At least they'd given up on trying to climb the walls of the truck. The spiders were still having difficulty adjusting to their sudden shift in size after their last molt.

Of course, that hadn't stopped Webster from climbing out of his bedroom window while he was out on patrol last week. Thank god May noticed his absence before he could get very far and called Peter. It was a small miracle Peter found him before he could start a public incident.

Peter was just glad they'd held on until school broke for the summer.

The spiders didn't seem fond of travelling by car. As best he could tell, the spiders weren't capable of getting motion sick, but that didn't make them any less skittish in the cramped and unfamiliar space. It probably didn't help that they had to leave so early either. The spiders seemed to share Peter's belief that people shouldn't be up before the sun.

Shelby crawled towards him as if it took an immense amount of effort and draped herself over his leg. And to think, he'd once thought spiders incapable of being dramatic.

"Are you sure I shouldn't stay? I might be able to get the week off work if I-"

"May, the last time you switched shifts it was for two days when I got sick and you spent almost a month making up for it. I'll be okay at the Compound, I promise…it'll be just like that year I went to summer camp."

"You hated summer camp," she deadpanned. "You lost your glasses after someone threw you in a lake. I had to pick you up early because you fell in a ditch trying to find your way back to the campsite without them and fractured your wrist."

He winced at the memory. "Okay, not that summer camp. Think of it like a more fun superhero-y summer camp."

May looked unimpressed.

"It'll be fun!" he insisted. "The spiders are going to love it! All that space to run around. It's really pretty out there too, I swear."

A few of the others followed Shelby's example and curled up around him as if to watch a movie. Ed was trusting enough to leave his Thor plushie on Peter's knee while he curled up against his side. He gave the spider an affectionate pat on the head, making a mental note to thank Tony again when he saw him. Those plushies had turned out to be life savers. They were big enough for the spiders to hold them, but not so large that they got skewered on their fangs. This had been the unfortunate fate of many of the older toys after their second to last molt. He wasn't sure how the spiders would cope if they shredded these ones by mistake.

A part of him hoped the remaining Avengers would find it endearing. Most of them were outlaws now, but Tony had mentioned that a few of them were still living in the Compound full-time. It was hard not to worry about them getting on with the spiders. Would Tony take back his offer if one of the Avengers outright refused to live in the same building as them?

...Could he blame them if they did refuse?

He tried to focus on the excitement of living in Stark Tower for over two whole months (Ned lost it when he broke the news). The only real downside was…two whole months without being Spider-Man.

He still wasn't happy about that, if he was being honest. But supers were a controversial topic now because of The Leak™ and May worried enough as it was. Besides, the idea of leaving the spiders alone in the Compound was anxiety inducing. He wasn't sure how he'd cope when school started up again.

Sensing his distress, the other spiders gravitated towards him again. It was kind of freaky how they picked up on that sort of thing. The devious creatures stole his attention away before he could give it much thought.

Focusing on them never failed to make him feel better. Something about their wide, curious eyes and fluffy legs. They made it near impossible to focus on anything else. The Avengers had to love them, it was impossible not to.

"Oscar," Peter warned, "stay away from the bags."

The spider paused but either didn't understand or chose to ignore him. He repeated the words in sign language until the spider relented and left his backpack alone.

When he was packing he'd fended off no less than a dozen attacks on his stuff. He wasn't sure why, but whenever he placed something in a bag they seemed to think this meant they had to take said item out of the bag. The only one he trusted within three feet of his suitcase was Martha. She alone wasn't the least bit interested in its contents and preferred to perch precariously on top of it. He was yet to figure out why this was the case, so he tried not to question it.

The truck turned another corner and came to a stop. He heard people walking around and talking over the din of a low mechanical whir. When the truck started moving again the road was a lot smoother.

"That must have been the check point," Peter said. "It shouldn't be much longer now."

Sure enough the truck soon stopped, for good this time. The driver hit the side of the truck twice and Peter gave May a tense smile.

"We're good to go Happy!" he shouted back. The spiders jerked back in surprise when the door opened and flooded the enclosed space with natural light.

"Jesus," the head of security said. "You weren't kidding when you said they'd grown."

"You don't think Tony will mind, do you?" The billionaire had insisted that he would continue to house them regardless of how big they got. Peter couldn't help but think the offer still sounded too good to be true.

"Nah, the rooms he's got reserved should give them more than enough space. He's been talking about remodelling too. Don't tell him I told you this, but he's been working on plans for a new wing. One built with these guys in mind."

Peter's eyes went wide. "He doesn't have to do that! Really, they'll be okay, letting them stay here at all is-"

"Kid, believe me, Tony never settles for the bare minimum. Things have been pretty quiet around here. You know, since...and Tony-" Happy took a moment to come up with a description that didn't come off as harsh. "Well, let's just say Tony doesn't really understand the meaning of the word 'idle'. Besides, the spiders staying here is a long-term solution. We're not going to leave them out in the parking garage if they get too big to fit through the door."

Peter opened his mouth to argue but Happy shut him down with a look. "Thanks?" he offered instead.

"Anytime kid."

Peter didn't have to turn around to know that Webster had crept towards the doors, Happy's expression said it all.

"I promise they're not that bad." As if to prove his point, Webster tapped his leg in a silent request for reassurance. Peter obliged by scratching his head the spider vanished back inside the truck. A moment later he reappeared with his Spider-Man plushie in tow.

"You excited?" he asked the spider. Signing out questions as he voiced them had become second nature, not that he expected a response. Emotions were a difficult concept to link to specific words.

The spider stared at him for a moment before slowing rotating on the spot to focus on Happy.

"Is he…okay?" Happy asked.

"He hasn't officially met you yet. This is what he does when he meets new people…Or, at least, it's what he did when he met Tony. May and Ned have been around since before they were fully-formed slings, so I'm not really sure if they count."

"Slings?"

"Baby spiders," Peter explained. He reached down and scratched Webster's head again. Well, 'reached down' was a bit of a stretch. The spider was about waist high these days. "Remember, they're just like dogs...but bigger...and with more legs.

"I'll try to keep that in mind."

Webster crept closer to the edge of the truck, staring down at the grass below. When he didn't go for it, Peter hopped onto the ground below.

 **Up** , he signed, extending his arms as if expecting a hug. The spider accepted the offer without hesitation, even if he was getting a bit big to carry around. With the spider curled around his torso, Peter sat down on the grass and waited for Webster to let go on his own. It seemed right to let them start exploring the great outdoors on their own terms.

May soon came to join them, taking the time to greet Happy before sitting down on the back of the truck. The other spiders took their time, but one by one they began to venture closer to the doors. Not one felt confident enough to venture onto the grass yet, though.

Happy watched them as they tried to gather their courage. The spiders watched him back with their large, curious eyes.

He wasn't as panicked as he had been when he'd met Anthony which was good. Peter supposed having some forewarning helped, as did having a few months to adjust to the idea. He'd been texting Happy photos of them every week or so in the hopes that it would help him overcome his fears. He took loads of pictures of them, but he took care to only choose the most adorable, innocent looking images. Once or twice he'd even used snap chat filters to really hit it home.

Happy was yet to ask Peter to stop. Once or twice he even commented that they sometimes didn't look that terrifying. That was progress right there, and if Happy could learn to not fear them then anyone could.

Webster pulled Peter from his thoughts when he started to uncurl his legs and wriggle around. He seemed irritated when he realised he couldn't prod at the grass from the safety of the hero's arms. Sighing, Peter pried the spider off of his torso and placed him on his lap. The spider ran his front two legs along the ground to get a feel for the texture without actually walking on it.

"Alright, I'm going to let Tony know you're here before they work up the courage to chase after me."

"It was nice to finally meet you, Happy," May said with a genuine smile.

"You too, Mrs Parker. Remember to use that number, Tony's drivers are at your disposal any time you want to visit."

"Thanks, Happy!" Peter piped in. "I'll text you to let you know how they get on."

Happy spun on his heel and started walking at a brisk pace towards the main building. He didn't have the nerve to look back, but he did wave over his shoulder as he went.

"He seemed…tense," May said once he was out of hearing range.

"He's trying! He can't help it that he doesn't like spiders."

May didn't seem convinced, so Peter changed his approach.

"You're saying you wouldn't have been more freaked out if I'd brought home fifteen giant maggots instead?"

May made a face, "alright, you make a good point…God, I'm never going to get that visual out of my head. The mouths."

"Well, the actual maggot phase of the life cycle is pretty short. Like the larva stage was for these guys.

"...Then what would happen?"

"They'd turn into giant flies."

"That's even worse," May said, looking mortified by the very prospect. "It would be like in that movie The Fly except they'd be bigger and there would be fifteen of them!"

They both shuddered at the thought. Webster chose that moment to distract them both by taking a cautious step onto the grass. The spider paused as if waiting to see if the ground would swallow him up. When nothing happened, he took another cautious step. Then another.

Peter stood up and dusted off his jeans. As soon as he was within reach of their long legs the other spiders started tugging on his shirt. He wasn't sure why they all insisted he lift them off the truck one at a time. Especially when they had no issue with launching themselves off of his top bunk on a regular basis.

He complied all the same, letting them take all the time they needed to work up the courage. Some charged forward after jabbing at the ground a few times. Others panicked and clung to Peter's arms as if afraid he'd dump them on the wretched grass at any moment.

By the time Tony showed up, the spiders were all scuttling around the expanse of grass without issue. Peter couldn't help but smile when he saw Oscar prod flowers with a fluffy foot as if suspicious of it. Even Natalie, always so composed, had taken to chasing any insects that happened to zoom by.

"Mrs Parker, Peter, good to see everyone got here alright," he said with the casualness of someone about to order a latte on their day off. Not at all like someone who'd just invited over a dozen giant spiders to overrun their house.

"They bounced back from the journey pretty fast," May responded curtly. This was the first time they'd spoken in person since that first time in their apartment. She'd assured Peter that she was over the whole Germany thing, but he knew she was still harbouring a grudge.

"Good."

Anthony distracted them before the silence could grow awkward (thank god). When he caught sight of Tony he raced across the field so fast he almost tripped over his own legs in the process.

"Hey there, little guy," Tony greeted as the spider skidded to a halt. Anthony dropped his Iron Man toy at Tony's feet before racing back towards the truck. The billionaire blinked in surprise. "Well, I guess some things haven't changed."

Peter gave an apologetic shrug. A moment later, the spider emerged from the truck holding his second Iron Man toy, the one Tony had bought for him, and placed it on the ground next to the first.

Tony checked with Peter before he patted the spider on the head. The spider went very, very still as if concerned that the slightest movement would scare Tony off. Without warning, he bolted back towards the truck and left Tony behind.

"He's a little on the strange side, isn't he?"

May looked like she wanted to protest on principle, but even she couldn't construct a decent argument in Anthony's defence.

"Hey, we've all got a pretty skewed standard of 'strange'," was all Peter could say.

"Can't argue with that."

xxx

The other fourteen spiders didn't wander very far (Tony assured him that he had a low grade forcefield setup as if it wasn't the coolest thing Peter had ever heard), but it still took a while for Peter to lure them away from the wonders of the great outdoors. Twice he had to scold the spiders for throwing up threat postures at one another while chasing insects and small birds. Thankfully, they weren't very aggressive by nature and never attempted to actually _fight_ one another. They also never actually, you know, caught anything.

Of course, it also made him a little sad since he knew that the scientists had grown them to be compliant, both to reduce the risk of injury when they were running tests and to prevent them from 'potentially damaging other subjects'. A part of him resented the idea of the scientists influencing them in any way, but then he remembered that without the scientists they wouldn't actually exist.

Sometimes he really did forget that they were clones.

Eventually, he managed to entice the spiders into following them into the building. He knew they would probably disperse again as soon as they were inside, but Tony assured him that FRIDAY would steer them away from danger.

The spiders took to the Compound almost immediately. A few stayed with the group as Tony gave them the tour, but most raced off to explore on their own terms as soon as they overcame their initial nervousness.

The Compound was _huge_. He'd seen it from the outside, of course, and he'd gone through the R&D building after the whole Vulture incident, but he'd never realised how much of it was purely devoted to living space. Peter's main concern was someone seeing them outside, but Tony assured him that most everything related to Stark Industries took place at their central locations. They had minimal staff on-sight and all of them had been brought on specifically to deal with Avengers business. Not only were they thoroughly screened on a regular basis, they all signed _extensive_ confidentiality contracts.

"Believe me, kid. While, I'll admit, your situation is strange even by our standards, it doesn't hold a candle to some of the information these guys are privy too. If they were going to spill the beans on us they would have done it a long time ago."

The idea still worried him, but he knew there were going to be extensive risks no matter where the spiders were.

Tony got a call about twenty minutes into the tour. He dismissed it without hesitation, but it sounded pretty important and Peter felt bad about taking up too much of his time. May backed him up when he tried to convince Tony that he didn't _have_ to conduct the entire tour himself and they could just wander around on their own until he finished his call. The billionaire seemed reluctant at first, but he did relent in the end.

Tony was almost as stubborn as Peter was, the fact that he gave in at all spoke volumes. Ever since someone leaked a bunch of government files detailing the mistreatment of enhanced individuals, the media had been crying for Stark's blood. The news outlets favoured the footage taken straight from the so called 'Raft' over transcripts and contracts, the video of Captain America being denied an attorney was played on loop for almost two days.

He definitely had more important things to worry about right now.

And that was how Peter and May ended up wandering around the Compound with FRIDAY as their guide.

"They have a pool," May said flatly as they stared out over the observation deck.

"Hey, FRIDAY? Do you think you could keep the spiders out of this room?" Peter asked. The thought of the spiders falling in and flailing helplessly-

He shuddered.

"Of course, Mr Parker," FRIDAY said almost fondly. "I'll make sure this area is off limits."

"They have a _pool_."

"You said that already."

"Yes but that's because they have a _pool_. You reckon Captain America uses it?" she asked, still stunned by the discovery.

"I dunno. I mean, he probably doesn't use it anymore since he doesn't live here, but he may have done before."

"That's a thought."

"Aunt May!" Peter said, mortified. "Don't say it like that!"

"Like what?" she asked innocently.

He shot her a look, but before he could reply Charlotte tugged on his pant leg to indicate she wanted to move on. He scratched her head but resisted the urge to pick her up and carry her like he used to. May recommended he get them used to walking on their own feet in case they really did grow to be truck-sized. 'I know you're super strong, tough guy, but if they're three times your size and think they can jump into their arms like they do now, it's going to be a problem. I know it sucks, but it's better to wean them off slowly.'

"Let's just check out the rest of the facilities," Peter said with a sigh. They found the other spiders already exploring the training rooms, at least eight of them were climbing the equipment and walls of the largest room. Those that chose to remain on the ground were staring out of the floor to ceiling window.

He wasn't sure if they were watching for anything in particular, or if they were just generally in awe of the outside world. He had to admit, he found it hard to look away from the sight of the grassy stretch melting into woodland. He'd been to parks and stuff, but none of them had created the illusion that he was separated from the rest of the world. Beyond the clearing, the trees were untouched and dense. They'd grown so close together, their leaves had become intrinsically linked and prevented natural light from filtering through the canopy. It created the impression that a vast shadow loomed over the forest, Peter would have sworn New York was brighter at midnight than the forest was in broad daylight.

Anna wandered over to him and he pulled her into a hug. The spider seemed confused but tolerated his affection nonetheless. Suddenly, all of those stupid horror movies that MJ liked to laugh at about people being stranded in the middle of the woods didn't seem so ludicrous.

"You doing okay?" May asked, her voice soft and careful as if to avoid startling him.

"Fine. Just…thinking about them living here." If he strained his eyes, he almost convinced himself he could see the light warp where it passed through the forcefield.

May sat down beside him and Ed, Shelby, Anna, and Charlotte decided to join them. The spiders always seemed to think that if they were sitting on the floor (and thus at eye height) they were obliged to give them attention.

"Are you thinking about anything in particular?"

He shrugged, focusing on appeasing the attention seeking spiders. They practically purred in response.

"You know that moving them here was for the best, right?" she asked.

"I know…I felt bad about keeping them in the apartment but-" he struggled to find the words he was reaching for. "Is this it for them?"

May frowned. "What do you mean by 'it'?"

All of his frustration bubbled to the surface and as soon as he started talking, he found he couldn't stop. "I mean, when I first brought them home…it always felt like things would be temporary. They'd only live in the tub until I could find a better solution. Then, after you found out, they were allowed to roam around the apartment which was a big improvement, but we knew that eventually we'd have to come up with a better alternative when they got bigger and needed more space. And now they're here and they have loads more space and it's amazing…but it feels like there won't be another solution after this. Like, with the tub and the apartment we were trying to figure out how to make it better and now it's just sort of…best?"

He sighed, he really wasn't saying this right. "I just…I hate that they'll probably live the rest of their lives in a top secret Compound in the middle of the woods. There's a lot of cool stuff out there I want them to experience, you know?"

He expected May to do that thing where she does her best to reassure him that he's not alone, it was normally her response when he rambled nonsensically about something. Instead, she looked him in the eye and told him she got it.

"If it was you instead of them, I would lose it," she said and just like that, she made it make sense. They stared out the window at the bright, sunny stretch of grass before them and the contrasting shadowy wall of trees beyond.

"Ned would love it here," Peter said without thinking.

"You think he'd be able to cope?"

"Probably not, he freaked out when I told him I was staying here for the summer."

Their conversations remained light hearted, steering clear of big topics in favour of light hearted debates over movies and who would win in a fight ('May, it has to be the Hulk. No question.' 'Are you kidding? Have you _seen_ Thor's arms?' 'Okay, but Vision or Scarlet Witch?' 'Scarlet Witch, obviously. I don't care if he can shoot lasers, telekinesis wins every time. It's the sneakiness that's gets 'em. You can't be subtle when you're shooting lasers out of your forehead.')

By the time Tony caught up with them, eight of the spiders were snoozing peacefully while Peter and May bickered over which was the best Indiana Jones movie.

"It must have been all the excitement," Peter said as he looked around the room. Those that were still clinging to consciousness were visibly drooping.

They ended up coaxing the spiders into following them to the living room. There were a number of absurdly large couches (and yet, the room was so insanely big that they only took up a fraction of the available space) which suited the spiders well. There'd never been enough room for all of them to sit on the couch back home, but lately Peter had started sitting on the floor when they were watching movies to avoid starting fights over who got to sit next to him.

He sat down in the middle of the couch opposite the TV and before May or Tony could move to join him, the spiders swarmed it with a sudden burst of energy. They clambered over one another as they tried to get comfortable, and within about a minute the once empty space was overflowing with spiders. There wasn't quite enough space for all of them, but those who didn't fit perched on the back of the couch or nestled on the floor directly in front of it. Even Webster joined them for once. The little guy seemed to be following Peter's lead in this alien environment, but no doubt he'd go back to roaming the halls and keeping an eye out for potential intruders when he got used to the place.

Peter stifled a yawn, the lack of sleep catching up with him. He was vaguely aware that someone had turned the TV on, but he couldn't for the life of him focus on it. He tried to remember the last time he slept a solid eight hours and found himself drawing a blank. The last week had been a bit of a blur.

Despite his best efforts, he felt his eyelids begin to droop. He wasn't actually falling asleep, of course. He was just…just…

xxx

It didn't seem to matter how many channels and streaming websites they had access to, finding something to watch would always be a challenge. Normally May would just leave the news on in the background if she couldn't find something, but Tony Stark was often the subject of the stories she only half-listened to. Somehow, she doubted he'd want to listen to debates over whether Captain America had been in the right.

Peter was focused on his spiders, oblivious to the awkward silence that had descended upon the room.

"They seem to watch a lot of TV," Tony said, unphased by the uncomfortable tension.

"That they do." May was tempted to just let the conversation die again but Peter made her promise she'd make an effort before they left the apartment. "Pete's pretty protective of them. They get upset easily."

Tony raised an eyebrow. "That so?"

 _They're children, not animals. Of course they get upset_.

Instead of voicing her opinions aloud, she forced a smile and nodded. "They still won't watch the rest of the Lion King."

That at least got a snort. She couldn't help but notice that he looked a lot more…human. Lounging on a couch flicking through TV channels, it seemed too mundane an activity for the great Tony Stark to indulge in. Surely, he had robots for that sort of thing for him.

"Hey, Peter. You shown them Star Wars yet?"

When Peter didn't reply, May glanced over to find him fast asleep, the spiders piled on top of him the way they used to when they were smaller. There wasn't enough space for them all to lie on Peter, so they'd resorted to sprawling out on top of one another like puppies.

Logically, she knew it should be disturbing. When she'd watched those god awful movies monster movies about giant spiders as a kid, she always routed for the two dimensional protagonists to destroy the retched beasts. That's what you're supposed to do when there are giant spiders running around, right? And yet, the scene before her conflicted with every opinion she'd ever had on spiders. Seeing them curled around her nephew, both seeking comfort and wanting to protect him, it was impossible not to love them. It seemed almost…natural.

God how had this become their lives? Things hadn't always been this weird, right?

"This happen a lot?" Tony asked. May expected him to be mocking, or at the very least amused. But his expression was solemn, thoughtful. If she tilted her head and squinted, it almost looked like he was fond of Peter.

Then she remembered that he'd given her nephew a weapon of potential mass destruction and made him believe he could fight the likes of Captain America before taking it away when Peter found himself in way over his head.

"He hasn't been sleeping well since that guy dressed as a goblin beat the shit out of him," she said bluntly. Needless to say, that brought the conversation to an abrupt halt.

"I'm going to give you my personal contact number," Tony said without warning. She looked up at him in surprise.

"I meant to do it before, back when you first found out about his after school activities. You shouldn't need it since his suit has a homing beacon that activates when he's in danger but seeing as how the kid's somehow managed to disable it twice now I'm not taking any chances. Mind you, with the upgrades I made to that thing, it should be able to survive anything short of a nuclear bomb."

"Thanks." It seemed like it wasn't nearly enough, but May really wasn't sure what else she should say. She couldn't help but think back to what Peter had said.

 _Promise me you'll at least try to get along with him, May. He's not so bad when you get to know him! Plus, he's doing us a really big favour, letting the spiders crash at his place indefinitely. Just…try? Please?_

Internally sighing, she wracked her brains for other topics of conversation. This had all seemed easy when he'd stopped by the apartment.

"You should ask Peter to give you the Cinematic Blacklist," she blurted out. She regretted it almost as soon as she said it, but it was the first thing that came to mind. He looked at her with a mixture of confusion and amusement. She took a moment to compose herself before explaining.

"You were asking about them watching TV before, Peter made a list of movies and shows that seem okay on the surface but will probably freak them out. He went through this spell of trying to find them decent role models since they love watching TV and quickly realised that most spiders in movies die. Some tragically, some violently. One time there was a spider in the bathroom and they got really defensive when I tried to move it because they thought I'd hurt it, so it makes sense that seeing a movie's protagonist murder one would be upsetting."

She took in a breath and waited for him to laugh it off.

"You happen to remember any of the movies off the top of your head?" he asked casually.

"Uh, Harry Potter? Most of them are fine, but we make it a general rule not to watch any of them around the spiders. Lord of the Rings too. Charlotte's Web for obvious reasons. Generally speaking, we try to stick to movies for general audiences. Nothing with a lot of murder, _especially_ if it contains the murder of a dog. They really like dogs, probably because Peter's always showing them animal videos on YouTube."

"Hey FRIDAY? Do me a favour and make sure the spiders aren't exposed to anything meeting those criteria. Let Peter add to it whenever he wants."

"You got it, boss," the AI responded cheerfully.

May didn't like Tony by any means, but she was beginning to come around to the idea that he may not be _completely_ heartless.

Maybe.

xxx

 _Peter_.

He was vaguely aware of the spiders around him, the weight pressing down on him chest and the hairs on their fluffy legs tickling his skin. The room seemed too bright through his eyelids, but he wasn't ready to wake up yet.

" _Peter,_ " the voice repeated, and he was reminded of what had woken him in the first place. He should probably be paying attention, whatever it was could be important…but whatever it was could wait another ten minutes.

"Peter!"

He jolted awake, spooking several spiders in the process. They expressed their confusion to him, conveying a vague sense of questioning. He blinked until the room no longer seemed blurry and found May smiling at him with an amused expression.

 **No danger** , he signed clumsily. A few of them understood it immediately, others he had to repeat it to a few times. With the crisis averted, the majority of the spiders started stretching out their legs and moving off of him. Half a dozen of them didn't seem to like this idea very much and snuggled closer instead.

"How'd you sleep?" May asked.

"I- wha'?" Peter asked, his brain still foggy. He couldn't tell how long he'd been asleep, but Tony had left the room at some point and May was holding a cup of tea in her hands, so it had probably been a while. "Why didn't you wake me sooner?"

"You didn't miss much. Besides, you all needed it by the looks of things."

He couldn't help but feel embarrassed about _falling asleep_ in Tony Stark's living room, but he had to admit he felt a lot better.

"Where's Tony?"

"Miss Potts called, she needed him to look over some plans for something. I don't know the details."

He made to stand up before remembering that Meg, Anthony, Violet, Crepsley, Luna, and Charlotte were still using him as a pillow. He settled for sitting up as straight as they would allow, ignoring their conveyed irritation when he moved. The other spiders didn't venture far, content to explore the open plan kitchen.

The rest of the day went by way too fast but also too slow, if that was possible. Tony ducked in and out a lot, Stark Industries were in the process of constructing a new building in Chicago and he was heavily involved in the layout.

The spiders seemed to be struggling with the experience. Their overconfidence faded when they continued the tour and the sheer size of the place became apparent. Even Webster and Natalie stayed within eyesight, clutching their plushies tighter than usual. The more time passed, the worse it seemed to get. They started walking closer and closer together until they were practically tripping over one another.

"What's got them so spooked?" May asked.

"I think they're…overwhelmed?" Peter said, crouching down to remove the height distance. Martha crept forward and planted a leg firmly on his shoulder as if afraid he'd disappear. He scratched her head, hoping it would serve to reassure her somewhat but for once it didn't seem to help. "Let's get them back to the living area."

They fell asleep again soon after and Peter was pretty sure he'd end up with frown lines if they kept this up.

The rest of the day they continued to alternate between excited curiosity and meek nervousness. It was making his head spin a little. They reached their lowest point when the spiders tugged at his clothes until he followed them back outside to the exact spot the truck had dropped them off. The message seemed pretty clear to Peter: ' _summon the thing that brought us here, so it can take us back_ '.

Trying to explain to fifteen spiders that they're not going back to the only place they've ever known? Not fun. Trying to explain in a way the spiders can understand when their grasp of the English language consisted of odd words in sign language? Double not fun.

They spent the rest of the day curled up on the couch, watching all of their favourite movies back to back in the hopes that the familiarity would cheer them up. It worked to an extent, but they still freaked out whenever May or Peter tried to leave the room.

They indulged the spiders until around ten o'clock that night, at which point they had to start encouraging the spiders to follow them back to Peter's new room. Navigating the halls was a nightmare, but they got there eventually. They were in guest rooms for the moment, even though Tony had a permanent one set up for Peter. This was in part so they could be closer to Aunt May, but also because they'd agreed to hold off on introducing the spiders to the other Avengers for the time being, and Vision was apparently bad with boundaries.

May had to stay with them while Peter changed and brushed his teeth. When he came back, Anthony, Violet, and Charlotte seemed to be shivering. May hadn't been able to figure out why, but Peter with all of his enhanced senses recognised that they were hyperventilating. It took him close to twenty minutes to calm the spiders down enough to sleep, by which point he himself felt exhausted.

The spiders had grown too large for the bunk bed a long time ago, but the king sized bed in the guest rooms was big enough to hold them all if they squished together.

He wondered if they were human enough to go through an angsty teen phase. He couldn't help but smile at the mental image of the spiders painting their toes with black nail polish and awkwardly manoeuvring to slam doors behind them as they stormed out of rooms.

He nudged the spiders out of the way, so he could slip under the covers and they nestled on top of him, still jittery but happier than they were before.

"You think they're going to be okay?" May asked.

"Yeah," he said. It didn't look good now, but he was nothing if not stubborn. "We'll figure this out."

xxx

The next day was a rollercoaster of emotions for the spiders. Peter spent most of the day perfecting a system for reassuring them. He'd gotten it down to a science, identifying which ones were due to break down and when. Thankfully, they were yet to lose it all at once. Three or four he could deal with at the same time, but fifteen? That'd be a little trickier.

May was a saint through the whole thing, helping Peter keep track of them whenever someone needed his attention. It was exhausting but predictable. They hadn't expected them to immediately adapt to the situation, they'd never even seen the sky before with the exception of the occasional glimpse through the window in the living room. Suddenly having several acres to run around on was always going to take some getting used to. He'd just kind of hoped they'd be overexcited rather than overwhelmed.

"Are you sure I shouldn't take time off work? Even a few more days, you shouldn't have to introduce them to the Avengers all by yourself and-"

"May," Peter said, doing his best to be reassuring. "It's going to be okay. Tony will be there to make sure they don't-"

"I'm not worried about them, I'm worried about _you_."

"Well, I'll be fine too. I promise I'll start making trips back to the city when they get settled in, and in the meantime there's loads to do here on the Compound. It'll be good for me, fresh air and all that."

She shot him a teasing smile and it reminded him of the time he'd asked May to explain a joke in one of her shows when he was eleven. It made him feel a lot younger than he actually was, once again missing the punchline. The feeling was made even worse when she ruffled his hair.

"You're growing up too fast," she complained.

Before he could reply, Oscar distracted him by climbing into his lap and curling up like a dog, fluffy legs tucked in close to his body.

"He's not panicking," Peter assured May when he caught sight of her concerned expression. "He's just worn himself out with all the running around."

May sighed. "Alright, I give up, I'm never going to read the room like you do."

"You will! You just need more time to get used to it."

"I think you're underestimating yourself, you sure your skillset doesn't include spider-y parenting skills?"

He shrugged, scratching Oscar's head as he did so. "Their mannerisms aren't so different from a human's, they just express them differently because they don't have hands…or faces."

May looked doubtful. "Whatever you say."

Later that night, Happy showed up to drive May back to the city. To Peter's surprise, he claimed to have volunteered for the job.

"I still owe you kid," Happy said without taking his eyes off Webster. "I'll be damned if I don't at least _try_ to tolerate your spider children."

He paled when Charlotte raced by, Violet close behind (Peter had been trying to teach them 'tag' for the better part of the morning, needless to say he hadn't been very successful but they were still trying bless them). Apparently, he didn't like the reminder that they could outrun him with little to no effort.

"I can't guarantee anything at this point."

"Thanks Happy," Peter said with genuine sincerity. "It means a lot that you're trying."

Happy looked stoic as he nodded once at Natalie and climbed into the driver's seat of his Audi, and Peter appreciated having a moment alone to say goodbye to May.

"Maybe I could at least stay tonight, I could leave early tomorrow morning instead."

"We've been over this," Peter said gently. "You'd have to get up at, like, four in the morning to get to work on time. It'll be even harder on them if they wake up to find you gone."

For a second, Peter genuinely thought she was going to insist on staying, but even May couldn't fight facts. She slumped in defeat and pulled Peter into a hug.

"I'm going to call you every day and you're going to _pick up your phone_ , do I make myself clear?"

"Yes, ma'am."

The spiders conveyed their confusion as they observed the tear-y eyed exchange. Their confusion gave way to panic when May got into the car and it started to drive off. A few chased after it before dropping away when they realised Peter hadn't moved. Their indecision fed his doubt, but he did his best to be strong.

" **It'll be alright** ," he assured them, saying the words aloud in addition to signing them for his own benefit. "We've got this."

xxx

With Aunt May gone, they were even more anxious than usual and being in a wide open space was no longer a viable option. They were spiders after all, in the face of uncertainty they craved an enclosed space.

Peter wasn't really sure how to _create_ a space like that, but his room seemed like a good place to start. He didn't really want to mess up one of the guest rooms, and getting the spiders used to his permanent room seemed like a good idea. It was pretty sparse for the moment, the only decoration to speak of being an Empire Strikes Back poster over his bed, no doubt there by Tony's personal request.

The spiders crowded inside, partly because the enclosed space was preferable to the vast expanse that was the Compound but mostly because they weren't willing to let Peter out of their sight.

Once inside the room, Peter found himself at a loss. It wasn't enough, he knew that much. The bed was flush to the floor meaning they couldn't flatten themselves against the floor and slide under it like they did with his bed back home. He had a walk in closet (and made a mental note to thank Tony for that particular feature because it was _awesome_ ), but they couldn't all fit inside. He spent some time routing through the drawers, looking for inspiration rather than a physical solution. An idea quite literally hit him on the head when Shelby accidentally knocked a bundle of spare blankets off the shelf in the closet.

He'd never been very good at making forts, but it was the best idea he'd come up with so far.

xxx

Vision had been, shall we say, _lectured_ on the concept of privacy and boundaries more than once, but he found the topic more complex than his teammates seemed to. Certain rooms were off limits to him, that much he understood and respected. He made it a general rule to avoid bathrooms as he didn't need to use them anyway. The labs were off limits except for when Mr Stark himself invited him inside, avoiding them was…courteous. The rooms were a place of significance to Tony, an escape if you will. Passing through whenever he pleased seemed akin to trespassing. His understanding of their importance was likely something he'd picked up from JARVIS…rooms were a more complicated matter. The rules seemed to change based on a number of factors Vision couldn't possibly predict.

Once he happened to pass through Captain Roger's room to find most of the team in light hearted conversation and they invited him to join them. Another time, he phased through the wall of what he'd assumed was an empty conference room to find Miss Potts in conversation with Mr Stark and been subjected to a lengthy conversation on the importance of privacy.

Ever since the disagreement over the Accords, the Compound had been…empty. He'd never imagined it possible to feel isolated in a permanently occupied building, but even Vision could feel the absence of his fellow Avengers.

One in particular stood out to him.

Another thing he couldn't ignore was Rhodey's recent shift in behaviour. Colonel Rhodes did, in theory, still live in the Compound but rarely did he stay there for more than a few days at a time. This month, it was a retreat suggested to him by his physiotherapist. Last month, it had been to catch up with his family, the month before he'd been driven by a simple desire to 'clear his head'. Vision couldn't help but wonder if he was truly being drawn to places outside, or if he was instead being chased away from the Compound by the memories it held. Sometimes, he couldn't help but wonder if Vision himself served as a catalyst for these spontaneous decisions. Perhaps he was a reminder of the accident, or maybe Colonel Rhodes held an unspoken resentment towards him for his involvement.

Regardless, since Germany Vision had been free to phase through as many walls as he wished, and no one said a word. Unfortunately, the cons eclipsed the limited benefits.

A few days ago, Mr Stark interrupted his daily routine of wandering the Compound like a spectre in search of something to fill the vast void. His announcement had been intriguing to say the least.

"We're going to have some guests arriving in a few days' time…No, not new recruits. Think of them more as refugees. Look, it's pretty complicated but I'll explain everything when they're ready to actually meet you. The thing is, they're not really used to being around new people, so we're not really sure how they'll respond to- Well, _you_ yet. I was kind of hoping you'd give them some time to settle in first. Just a few days."

Vision found the prospect of new people exciting. He wasn't sure if he'd ever been excited before, but he was confident in the label he'd placed upon the emotion. At the very least, they'd prove to be a distraction. The mystery of their presence in the Compound was in of itself enough to occupy him. What possible reason could Mr Stark have for inviting them _here_? He had real estate all across the world, both properties owned by himself and ones he controlled through Stark Industries. If they were civilians, why bring them to the Avengers' headquarters?

He came up with several hundred possibilities (several thousand if he widened the criteria beyond 'probable explanations'). Despite his curiosity, he complied without question when Mr Stark requested he spend the day in the R&D building to allow the guests to tour the facilities. Strangely, Mr Stark repurposed the security force fields to create a containment bubble around a segment of the main building that was programmed to activate when specific individuals approached it.

Every new development added to the mystery.

Vision wasn't sure if he had many characteristics which could definitively be defined as 'positive'. He was honest, but he'd learned the hard way that people liked honesty in small doses. Loyalty is a difficult thing to define when those you pledge loyalty to are in constant conflict. He was respectful and polite, but he'd learned that it made him less approachable. Courage, generosity, reliability, and conscientiousness were all traits he theoretically possessed, but he didn't feel he deserved the labels. He had emotions, but they seemed to evolve over time. He'd never had reason to feel fear, therefore he could not be defined as brave. He had no concept of materialism, therefore could not be considered generous. Reliability and conscientiousness were pre-programmed traits, qualities of an android rather than a reflection of his personality.

One thing Vision did take credit for was his patience. Despite what many seemed to think, Vision was capable of growing bored. Impatience, irritation, pessimism, jealousy, and even resentment were all feelings he could and _did_ experience. His patience was not something inherent in his being, it was a conscious struggle. He couldn't help but feel something akin to pride over it.

So, when Vision agreed to be patient and wait for their guests to adjust, he meant it. Even if he didn't know the details, he understood that it was a delicate situation…but Mr Stark assured him that their guests had chosen to isolate themselves in the guest wing of the building, and he was therefore free to return to his rooms.

To the right of his rooms were spare quarters, he hadn't seen anyone enter them since the building was first constructed. He was therefore surprised when he phased through the wall on his way to the living room and found the room not only occupied but full. The sole human in the room stared at him in mounting horror while the ten Labrador-sized spiders in view remained frozen.

It was…unexpected, but Vision was nothing if not adaptable. It took him a fraction of a second to process what he was seeing and decide how best to move forward.

"I apologise for intruding," he said. He tilted his head as he took in the odd construction of blankets in the middle of the room. Four spiders emerged from the fort when he spoke, regarding him with curious eyes. "May I be of any assistance?"

xxx

Vision quickly rose the ranks of Peter's favourite superheroes in the hour that followed, and the spiders seemed to agree whole-heartedly. After the initial shock of seeing an android _phase through the wall_ , they rushed forward to greet him. To the android's credit, he didn't so much as take a step back when the fifteen giant spiders barrelled towards him.

"I'm so sorry," Peter gushed. "They're really not used to meeting new people. This is pretty exciting for them."

"How would you recommend I proceed?" Vision asked as the spiders investigated him.

"Um, maybe sit down? They like it when people are at eye height with them."

He sat down without hesitation and Peter allowed himself a moment to take in the sight.

The android had forgone the battle gear and cape in favour of a black, high necked sweater with the sleeves pushed up to his elbows. Meg was the first to move, practically climbing into Vision's lap in her excitement to show off her plushie.

The android's brow furrowed as he stared at the soft-toy representation of himself.

"That's Meg," Peter said, still not really sure how to respond to the situation. "She's a pretty big fan of yours."

"A fan?" Vision repeated as if it were a foreign concept. He glanced at the other spiders, eyes tracking their various plushies, before his gaze returned to Meg. "How…curious."

The android seemed enthralled by the spiders. Whereas normally Peter would rush through their names, he took the time to introduce Vision to each of the spiders individually. Peter wouldn't have thought an android could be determined, but this one was adamant that he would learn to identify the spiders and match them to their names. It was kind of sweet actually.

The spiders were collectively baffled by the android, but their bemusement manifested itself in very different ways. Benjamin, Violet, Shelby, Oscar, and Anna all seemed to have come to the same conclusion: Vision needed help.

It took Peter a while to link their behaviour with Vision's unusual vibrations, but once he did their actions started to make sense. When they prodded his torso and went very still, they were waiting for a heart beat or some other indication of life. When they found none, they scuttled back to Peter and tugged at his clothes in an attempt to get him to follow them back to Vision.

Edward, Bethany, and Luna refused to go anywhere near him, but didn't really seem to consider him a threat. It was more like they expected him to keel over at any moment.

Then there were the spiders on the opposite end of the spectrum. Crepsley, Martha, Anthony, Meg, and Charlotte all seemed oblivious to the fact that Vision was an android. Meg in particular was positively smitten.

As for Natalie and Webster? Well, they were…Natalie and Webster.

Peter wasn't sure how he went from consoling the spiders to building them a fort with a super-intelligent robot who happened to possess immense destructive power, but it happened. As it turned out, Vision was pretty good at building forts.

"I believe this would work better if we had additional materials," Vision commented not long after Peter relented and started using his webs to secure the structure. "May I suggest we use the sheets from my rooms as well?"

"Yeah, that'd be great, Vision!"

The spiders fretted over his absence. As it turned out, a fort was exactly what the spiders needed. Already they were cramming themselves into the tent-like structure. They'd accidentally torn down his first four attempts, but with Vision's help it looked like this one may actually hold.

Vision returned within a few minutes, arms full of sheets, and Meg raced out of the fort to greet him. They spent the next hour transforming two thirds of Peter's room into an enormous makeshift hide and the spiders were positively _blissful_. Peter switched to an extra strength web formula he'd been working on (the fact that it didn't dissolve had seemed like a disadvantage at the time) to help secure the whole project in place. Overall, it was a pretty bizarre experience, but it was fun nonetheless. The spiders seemed to like Vision a lot once they got used to him. His movements were slow and predictable, his voice was soothing and stayed at the perfect volume. As a result, he seemed incapable of startling them.

When they realised he knew sign language, they quickly abandoned any negative opinions they may have harboured. May had tried learning ASL, but she only knew a few odd words and couldn't pick up on their responses (through no fault of her own, of course). As a result, their conversations were usually brief and one-sided. Vision may not have been pre-programmed to interpret their responses, but he was in essence a computer. Unlike Aunt May, Ned, and Tony, he was capable of detecting the minute variations in body language and facial expression and everything Peter pointed out was recorded. It was an exciting prospect for the spiders, and Peter couldn't help but grin in the face of their enthusiasm. The spiders were surprisingly sociable, it pained him that the few people they'd met couldn't understand them. At least Vision would give them someone to communicate with besides Peter.

"Hey, do you think FRIDAY could learn to pick up on their cues?" he asked suddenly. Vision adopted a thoughtful expression.

"I do not see why not. If you like, I can share visual and audio files with the AI as I learn to better communicate with them."

Peter's eyes went wide. "You can _do_ that?"

"Of course. This form was designed to interface with many forms of media. Once I earned a place on the team, Tony saw fit to grant me access to a number of his systems."

"Well…thanks."

The android went quiet as he continued to watch the spiders. It was kind of cool, Peter liked to think he could almost see the synthetic neurons firing in Vision's head as he processed the countless fragments of information.

"So, if you can access different types of media…does that mean you also have built in Wi-Fi?"

"In a sense," Vision replied.

"Huh, that must be weird."

"As useful as it is, it can be disconcerting at times. People are…varied, often times contradictory. There's a lot to sort through."

"Yeah, you could say that," Peter snorted. He was distracted by Ed when the spider crept out from under the fort and scaled the wall to prod the flat screen TV.

"Hey!" Peter all but yelped. "Ed, stop that! You'll break it!"

He hastily repeated his words in sign language as he scrambled over to the spider. Ed had the decency to look guilty and requested Peter pick him up with a twitch of his pedipalps. Peter obliged and brought the spider back to the fort, only to find five others staring at him expectantly. He frowned, shifting Ed to free his hands.

 **You want TV?**

The spiders signalled back with a resounding 'yes' and Peter sighed.

"Fascinating," Vision said as he observed the interaction. Something about his inflection made Peter do a double take before a thought occurred to him.

"Hey, Vis…have you ever seen Star Trek?"

xxx

Tony Stark was a very busy man. Aside from constantly modifying his systems, updating his suits, sketching new designs, and blowing off government officials (which actually took a lot more time and effort than one might think), he also had a company to help run. Okay, so he didn't do a lot of the paperwork, he still had to attend board meetings and pitch ideas. His life was a lot easier now they'd _finally_ convinced everyone that green energy was the way to go (because it had taken years to convince those last few stubborn shareholders who'd still been clinging to the idea of selling Iron Man suits to the military), but he still had to worry about keeping them interested. It didn't help that the public's perception of Iron Man fluctuated on a daily basis.

He still felt bad about leaving the kid alone with his spider-children as often as he had to. Not that he could help much with all of…that. Tony liked to think he had a broad skill set, but he was pretty sure babysitting giant spiders fell into a whole other category.

Regardless of his own reluctance, Tony knew the kid would need all the help he could get today. He'd been reading up on separation anxiety (mostly in humans and dogs because the spiders didn't exactly come with a handbook) and it looked like things could get pretty ugly.

He drove into the city that morning for a meeting Pepper insisted he had to attend in person. Why a hologram wouldn't suffice was beyond him, but he attended all the same and flew back to the Compound in one of his suits to save on time.

He was a little surprised when FRIDAY announced Peter was in his permanent room instead of the guest rooms, but Tony supposed it made sense. If he'd been a little less busy and a little less sleep deprived, he would have remembered that Vision was back to roaming the main building. As it was, the thought didn't even cross his mind.

He couldn't help but check his watch as he made his was towards the living quarters. Pepper needed him to review and approve the blue prints for the new building by two, so he couldn't stay for _long_. He was pretty sure he could buy a solid half hour if he upped his caffeine intake. Sure, he was already walking the line of what was considered healthy, but what was one more cup?

He turned the corner and swore as he almost tripped over one of the spiders. He took a step back and straightened his tie as the arachnid stared at him. He wasn't even going to hazard a guess as to which spider this was, but the bold patterning on their abdomen said he was a male and he wasn't panicking so they were most likely not his namesake.

That only left…what? Five?

"Hey, FRIDAY? Do you know which spider this is?"

"I believe that's Webster, boss," and damn it if his AI didn't sound smug.

"Should have guessed that one."

The spider remained unimpressed.

Clearing his throat, Tony carefully side stepped around Webster and continued on his way. He tried to ignore it when the spider rotated on the spot to watch him. Jesus, how did the kid do this on a regular basis?

He only ran into one other spider on his way to the kid's room, a small female he didn't realise was there until she dropped down from the ceiling directly in front of him, no doubt taking years off his life in the process.

He was a little more cautious after that.

The door to the kid's room was open, probably to let the spiders wander in and out. He couldn't help but pause when he heard Vision's voice drift into earshot.

"If the android is not capable of experiencing emotion, why does he display affection for the cat?" Vision inquired.

"I dunno, it's part of the experience I guess. He wants to be human, right? Owning a pet is a big part of that."

Vision paused.

"You don't own a pet."

"Nah, our apartment doesn't allow them."

"Yet you are human. In fact, studies indicate that a little over 30% of Americans live their lives completely pet-free."

"Well, yeah."

"And he is the only primary crew member who owns a cat," Vision pressed. "So what leads him to believe that owning a cat will make him more human?"

"How am I supposed to know? You're the android. If I'm being honest, I'm more of a dog person myself."

Tony crept closer and almost snorted at the sight. The pair were sitting cross legged on the floor with a sheet hanging low over their heads. One of the spiders seemed to be using said sheet as a makeshift hammock, with four others crowding Peter and Vision. At first glance, Tony thought those five were the only spiders in the room. When he allowed himself a moment to take in the sheer magnitude of their fort-like creation, he realised he was mistaken.

It was a great misshapen tangle of blankets, duvets, and sheets that took up most of the room. When he looked more closely, he realised the structure wasn't a failed attempt at a fort but rather a series of interconnected burrows with entrances for the spiders to crawl in and out of. When he looked closely, he could make out the shadowy outlines of other spiders moving around inside. It was pretty impressive when he thought about it logistically.

The pair were angled away from him, eyes presumably fixed on the flat screen just out of view. Tony risked peeking around the door and suppressed a snort when he saw an episode of Star Trek: Next Generation playing. The whole setup made it look like a bizarre sci-fi themed slumber party.

Tony had offered up the Compound more on impulse than anything else. He wasn't about to leave the kid stranded, not again, and letting the spider-children move in was an obvious solution. It wasn't until this particular moment that he truly understood what he'd offered.

And Tony didn't have a problem with that.


	3. End of the Line

Peter groaned as the alarm on his phone screeched at him from the bedside table. He heard the spiders tap their feet against the walls to make their irritation known and scooped up the phone before any of them got the bright idea to run off with it again. With great reluctance he dragged himself out of bed and crawled towards the closet. Luna was perched on the little shelf at the top and waved her pedipalps in irritation as light flooded the once darkened space.

"Sorry girl," he yawned as he searched for his stretchiest sweatpants and softest T-Shirt. He could already tell this was going to be a bad sensory day.

Peter made it halfway down the hall before remembering he had an ensuite and doubled back. The spiders were sluggish as they ventured out of their various hiding places. He felt a spike of pride when he realised the majority favoured the makeshift tunnel system. He also felt more than a little envious when they realised he was going about his normal routine and went back to sleep.

The bathroom was even fancier than the one in the guest quarters. It took him a solid five minutes to figure out how to turn on the shower, and an additional fifteen to figure out what all the features were. There was a _touch screen_ for god's sake. And it didn't just control the temperature, but also the water pressure and configuration (whatever the hell _that_ meant). Just when he thought it couldn't get any better, he reached for a towel and found it so soft and fluffy he thought for sure he'd grabbed a blanket by mistake.

Being rich was awesome.

He changed into a pair of sweats and opened the door to let the spiders wander in while he brushed his teeth. A few checked in on him, presumably to ensure he hadn't drowned in the shower, before retreating back into the room. Meg was the only one to stick around, not surprising given she was one of the few early risers in the group. When he left for the kitchen in search of something caffeinated, she followed dutifully at his heels while the rest stayed behind. He found Martha in the hall outside his room, Oscar perched on the back of the couch in the living room-kitchen combo room, Shelby dozing in the corner of the ceiling, and surprisingly enough he noticed Ed following him in his peripheral vision. He couldn't remember the last time he'd seen the spider up and about this early.

" **Morning** ," he said/clumsily signed as he stumbled into the kitchen. After a few minutes of searching through the countless cupboards, he managed to locate a bowl and a box of cereal. Meg, Oscar, Martha, and Ed joined him on the couch and stared expectantly at the TV. With a sigh, he flipped through the channels until he found an old episode of Mythbusters. The spiders _loved_ the explosions. Half a dozen spiders joined them during the next half hour, enjoying the marathon on display. It was a good thing too, if it had ended after that first episode they may have turned on him.

Peter almost choked on his cereal when Vision phased through the wall, Martha shot him a concerned look before racing off with the other spiders to greet him. They tugged on the android's clothes until he followed them to the couch, so they didn't have to choose between fretting over their new favourite person and watching their new favourite show. The spiders split at that point, with roughly half crowding around Vision and the rest returning to Peter. Crepsley seemed oddly protective of Peter throughout the whole thing, why he couldn't say.

By the time Tony strolled in, all fifteen of the spiders had joined them in the living room. His entrance caused a stir, but they soon calmed down and returned to their seats. The morning was slow and peaceful. Webster and Natalie made their rounds, sometimes accompanied by either Violet or Crepsley (but never both at the same time).

Peter never imagined having breakfast with a billionaire and an android could seem so…normal. And _that_ was excluding the fifteen giant spiders.

Oh yeah, they were definitely going to make this work.

xxx

It lasted for about a week.

Vision turned out to be an enormous help and the best babysitter a person could ask for. When he wasn't wirelessly tracking the spiders through security cameras or helping Peter adapt them to a new feeding schedule, he was observing their behaviour to learn more about their mannerisms. As it turned out, Vision didn't have a whole lot to occupy his time since the other Avengers moved out.

One of the first things on the to do list was meeting Pepper Potts since she was technically the joint owner of the Compound. The meeting went a lot better than expected, and with Vision as his backup Peter managed to keep everyone in line. Despite her initial hesitation, she was soon won over by their offerings of plushie Avengers and general adorableness. Colonel Rhodes was a little harder to convince, he seemed to think giant spiders were right at the limits of the 'acceptable' level of weird and bordered on 'THIS IS NOT OKAY'.

Still, everything was going better than he'd ever hoped. The spiders were adapting to their new environment, no one had demanded their banishment, and it was Sunday, so May was back.

Then Tony and Pepper set up a meeting regarding some…unexpected news.

"I want to make this clear, you're _not_ being kicked out. Alright?" Tony said before they could even sit down. "Whatever happens, the spiders are a priority here."

Peter reached out to scratch Anna's head without thinking. Within seconds he had four spiders clambering over one another for his attention.

"Tony's right. The paperwork may still be in the works, but we consider our verbal agreement as binding as any legal contract," Pepper's calm confidence helped to ease his nerves. May, ever the practical one, motioned for them to continue.

With the assurances out of the way, Tony got straight to the point. "According to my sources, the courts are ruling in favour of granting Cap and his buddies an official pardon."

"Is that…bad?" Peter asked.

"Depends on who you ask. A lot of good has come out of the whole thing but…if the pardon does go through there's going to be a whole ceremony and I'm under a lot of pressure to attend. Show that we've all risen above it or some bullsh-"

May cleared her throat and fixed him with a pointed look.

"What Tony means to say is, we need to assure the public that we've put the dispute behind us. Repairing the team's name will take time and resources. It will mean a lot of strategic public appearances, conferences, and more than a little luck, but it's doable. The problem is, the public will likely expect Captain America's team to move back into the Compound."

Oh… _oh_.

Peter glanced over to Anthony and Luna. The two were engaged in a half-hearted scuffle, more flipping and threatening than fighting if he was being honest.

"So…what do we do?"

"Well, really we only have two options moving forward. Either we come up with a reason why the other Avengers can't stay, or we let them move back in. Obviously, the latter isn't ideal, but based on our polls it is by far the most desirable option."

"What about the spiders?" May asked when Peter couldn't work up the nerve to ask.

"They take priority," Tony said without hesitation. "If anyone doesn't like it, that's their problem."

Pepper shot him a dirty look but didn't deny it. "The problem is _how_ we break it to them. If it comes to it, we will of course evict anyone who puts the spiders at risk…but a public incident in such an early stage of negotiations could be dangerous for _all_ of those involved. So, while not ideal, we propose that we allow the 'Rogues' some time to settle in before broaching the subject. After a few weeks, it will be a lot easier to move them out quietly."

"A few _weeks_?"

"At the very most."

"But…" Peter started in a small voice. "But where will they _go_."

"We're not moving them," Tony said. His tone made it clear the statement was not up for debate. "I'll tell them we're undergoing renovations or something and leave you guys the main rooms, they can sleep in the guest quarters."

"Mr Stark you don't have to-"

"They'll have rooms, a kitchen, a living room, hell I'll even give them the training rooms. They'll be _fine_."

"But-"

"No buts," Pepper interrupted, and Peter fell silent. "It won't be easy…not by a long stretch, but we'll make it work."

Aunt May's expression shifted a few times before she settled on a look of grim determination.

"We better."

xxx

The spiders gathered around the television to watch the ceremony. It was needlessly long and riddled with boring, politically motivated speeches but they were entranced nonetheless. Whenever an Avenger appeared on screen, they skittered back and forth and tugged at Peter's pant leg to make sure he was paying attention. The Avengers were all in attendance and May was working, so Peter figured he'd be watching it alone.

He was wrong.

About twenty minutes in, Colonel Rhodes appeared and collapsed into one of the few unoccupied chairs.

"I thought you were going to Washington with Tony," Peter said through a mouthful of popcorn.

He shrugged, "someone had to stay back and make sure you guys don't wreck the place. Guess I drew the short straw."

Peter got the feeling that wasn't the only reason, but it didn't feel right to pry.

"You want some popcorn?"

They watched as Tony Stark shook hands with Captain America, much to the delight of the news cameras. Tony made a short speech, all relaxed words and easy smiles. He said it was good to have them back, and Peter almost believed it.

Captain America's speech followed similar lines, but the deliverance couldn't have been more different. His speech served as a reminder that enhanced individuals were cropping up with every passing day, both good and bad. If the system can't adapt, it will break.

Peter had trouble reading Rhodey's expression. He nodded in agreement with some points, shook his head at others. The rest of the time he was impassive.

After about an hour, Peter suggested they take a break from the speeches to make some more popcorn, he knew he'd done the right thing when he saw the look of relief cross Rhodey's face.

xxx

Peter expected moving day to be hectic. He supposed it was for some people, sections of the Compound were crammed with people, all with strict instructions. They moved furniture, switched out pictures, repaired every miniscule imperfection. Already clean windows became spotless, scrubbed floors were buffed and polished, and immaculate white walls were repainted (just to be sure). Peter stopped wearing shoes as everywhere he walked he found brand new fluffy carpets and the thought of tracking mud in racked up his anxiety.

When they arrived it all seemed…underwhelming. The wing the spiders lived in remained untouched by the madness, funny as Tony claimed it was the only wing being refurbished. When the team arrived, Peter watched it happen on the TV. He found it difficult to remember they weren't miles away in some unknown location, they were right outside. The grass beneath Captain America's feet? The same grass the spiders played on just yesterday.

It was surreal.

He couldn't tell if the spiders realised this or if they just cared more about the TV. They watched as the Avengers smiled and waved for the cameras, gave a few short speeches, answered generic questions. Peter called Ned halfway through to compare notes.

" _Are you in that building behind them?_ "

"Which one?"

" _The big one."_

"Pretty sure that's R&D, the wing I'm in is kind of around the back."

" _So cool. Aren't you worried with all the paparazzi there? That place is all windows._ "

"FRIDAY has them tinted so people can't see in."

" _Dude, you're on a first name with the most advanced AI on the planet!_ "

"FRIDAY only _has_ a first name, Ned."

" _Doesn't make it any less cool!_ "

Something prodded the back of Peter's head and he turned around to find Edward looking at him expectantly. "Hold on a sec, I've gotta put you on speaker. Ed's bugging me again."

" _Awwww, he misses me_."

Ed didn't indicate his happiness in any tangible way, but Peter got the feeling he was pretty content as he settled on the couch next to the phone.

" _Hey, speaking of the spiders, you know when they're gonna meet the other Avengers yet?_ "

"Not exactly, Pepper said we should give it a few weeks at least."

" _A few_ weeks _? Doesn't that seem a little…_ "

"If they suddenly run out of the Compound screaming within two days it's not gonna look good, Ned," Peter sighed. "They're hoping the media will start to focus on something else soon. Then it'll be easier to move people around without drawing attention."

" _I guess…but isn't that gonna be weird for you?_ "

"Probably," Peter said with a shrug. "But Rhodes promised to visit us and Vision's like their honorary godfather at this point, so we won't be _completely_ alone."

" _I still can't believe you're friends with an android. Just make sure you don't become the Dave Bowman in this situation, okay?_ "

He rolled his eyes, "I'm pretty sure FRIDAY would be HAL in this situation, not Vision."

" _Fine…but if he tries to suffocate you with a rolled up newspaper I reserve the right to say, 'I told you so'!_ "

xxx

It took Peter an embarrassing amount of time to realise why everything was upside down. He blinked at the spiders huddled around him on the ceiling, all very happy with this location shift. He wasn't even in his _room_ , even from his bizarre vantage point he could recognise the living room carpet. When he looked up (down?) he saw papers scattered haphazardly across the coffee table…almost as if someone had dropped them from some height and never bothered to pick them up. He groaned when he glimpsed the title of his summer assignment for English class among the scattered papers.

Maybe writing essays upside down _wasn't_ such a good idea.

He yawned and nudged a few of the spiders aside so he could detach from the ceiling. He was still wearing his joggers and Midtown School of Science and Technology hoodie from yesterday but when he reached into his pocket for his phone he came up empty. He spent a solid five minutes scouring the carnage before Shelby woke up long enough to dig it out from the couch cushions. He gave her an affectionate pat and she allowed herself a moment of pride before promptly passing out again.

Peter padded barefoot into the kitchen. His eyes refused to adjust to the change in light, but he was hardly one to let blindness get in the way of food. He felt more than a little proud of himself when he located the cereal cupboard through the blurriness. Ugh, it was too _early_.

"Hey there, kid."

"Holy shit!" Peter yelped, it was a small miracle he didn't end up on the ceiling for the second time that morning.

"Don't let Rogers hear you using that kind of language," Tony said without looking up from his coffee.

"Were you guys here this whole time?!"

Rhodey raised an eyebrow, "what's the matter kid? Got up on the wrong side of the ceiling this morning?"

Peter went through a range of expressions in that moment. His eyes widened until he looked almost comical, then the surprise gave way to horror, his face flushed in embarrassment, his eyes narrowed as he began to plot his revenge. Then the tiredness caught up with him and he slumped in defeat.

"I'm never going to live this down, am I?" he said miserably.

Rhodey patted him on the back and Vision offered him pancakes which, if he was being honest, more than made up for it.

" _Sorry to interrupt boss, but Captain Rogers is asking about your whereabouts._ "

Tony sighed, "tell him I'll meet him in my lab."

" _Right away, sir._ "

Even after Tony left the room, Peter felt the strange urge to keep his voice down. "He knows he doesn't _have_ to hang out here if he's busy, right? I mean with the Avengers here and everything…"

Rhodey seemed to host some sort of internal debate before he replied, "To be blunt, I think Tony is spending so much time here in part _because_ of the Avengers. One ribbon cutting ceremony isn't enough to make up for everything that happened, no matter what the tabloids say."

"Oh…"

Martha saved him from coming up with a response as she wandered into the kitchen. Rhodes stiffened at the sight of her, it didn't seem to matter _how_ much time he spent around them. Peter could only hope they wouldn't grow too much more, if the Colonel could barely handle them Labrador-sized, he dreaded to think what he'd make of them truck-sized.

The spider did her usual morning rounds, moving over to greet Vision, then Rhodes (they never seemed to notice that his hands shook when he patted their heads), before she settled by Peter's chair. She was always mindful to stay within arm's reach.

"Do you have to go too?"

"Actually, I was thinking of spending the afternoon with you and the spiders. Desensitise myself to them and all that."

"Won't the others wonder where you are?" Peter asked in confusion. "I mean, it's great having you around and the spiders love the company but…it seems like you've been hanging around here a lot."

He left the 'but only since the Avengers arrived' unsaid.

Rhodey made eye contact with Vision for a fleeting, awkward moment.

"Yeah, well, things are still kind of…weird right now."

Peter wasn't sure how to respond to that, but Vision looked thoughtful.

"My apologies, I have matters to attend to," the android said, and without another word he phased through the wall and vanished. Rhodes seemed sympathetic at least.

"Look, I'm sorry you're in the middle of all this. You're a good kid and with the whole spider clone thing…You've got more than enough to deal with without having to worry about all this on top of it."

They sat in comfortable silence as the other spiders filtered in, Rhodes drinking coffee and Peter ate pancake after pancake. He'd have to thank Vision for setting aside a whole stack for him.

"So the one with the Hulk plushie is Benjamin, right?" Rhodes asked.

"Yup."

"And the one with the Luke Cage plushie is…Bethany?"

"Charlotte."

"Damn. So which on is Bethany?"

"By the microwave, she's got the Iron Fist plushie, but she prefers hiding it to carrying it around with her."

"I thought Violet had the Iron Fist plushie," Rhodey asked with genuine confusion.

"Hawkeye."

"Jesus, how the hell do you keep track of them?!"

"I dunno, I just can. I could tell them apart even before they got the plushies, it just seems kind of obvious."

"Obvious," Rhodes repeated flatly.

"Well…yeah. It's like telling people apart, you've got to pay attention to the features. Like how Shelby is the biggest, but Bethany has longer legs. And Oscar and Crepsley are basically the same size but Crepsley's more…energetic? He's always moving and he kind of twitches when he walks like he's ready to race up the walls. Luna's easy cause she has that discoloured patch on the back, Natalie too for different reasons." He shrugged, "May thinks it's a spider bite thing, but I'm not so sure. You've just gotta get familiar with them, you know?"

Rhodey looked sceptical but continued memorising their names nonetheless. It was kind of touching.

They soon moved into the living room, to the joy of the other spiders. Peter put on Finding Nemo with the volume turned down low to entertain them while he gathered up his homework. To Peter's utter glee, it took only the barest hint of coaxing to get Rhodey telling War Machine stories.

When they first met, Peter had been reluctant to bring it up because…well, he'd seen him fall out of the sky when they were in Germany. He figured it would be a rough topic. To his surprise, Colonel Rhodes relished in any opportunity to relive his 'greatest hits'. Most were from his War Machine days, but a number of his stories came from his days as a jet pilot in the air force. Peter's favourites were the rare few from his days at M.I.T. where he alternated between being Tony's closest friend and his undefeated rival.

He never would have imagined Tony Stark of all people being involved in a prank war. Rhodes claimed they were still technically under a temporary ceasefire as Tony to this day refused to declare the war over.

Rhodey spent most of the afternoon hanging around with the spiders and more often than not Tony was by his side. Peter never asked but he wasn't stupid. The wing was probably the only place on the grounds the Rogues _didn't_ have access to, it was no coincidence the pair spent every spare second there.

The spiders seemed pretty happy to have the company, Vision still being their favourite (although he never seemed to spend much time with them when Rhodey was around). When he wasn't there, Anthony latched onto Tony's side and Luna crouched by Rhodey's feet.

Luna had a more…possessive approach to expressing her admiration for her favourite hero. Peter suspected she was picking up on Rhodey's anxiousness, or maybe it was his visible struggle whenever he had to walk more than a few steps. Whatever the case, she took her self-appointed position as War Machine's body guard _very_ seriously. He'd lost track of how many times he'd told her off for throwing up threat postures at her siblings for getting too close to him.

The spiders spent the rest of the day alternating between watching TV, wandering the halls, following people around, and squabbling with one another (or 'play fighting' as Tony called it).

Tony returned just as Peter called the spiders into the living room for their daily lessons. He was never really sure how much they picked up on until they felt the desire to communicate, but he did his best. Mostly he streamed YouTube videos on the TV designed to teach toddlers fundamental basics like the alphabet and counting. He favoured a channel which, while a little rough around the edges, didn't come off as condescending as the mainstream programs. They were shorter too.

When their video was finished, he repeated some of the basic concepts in sign language (having double checked the necessary words on his phone while the video was playing). Verbal and written English confused them, but they were showing some headway with numbers.

Pepper appeared in the doorway with an irritated expression about twenty minutes in, though the look vanished as soon as she caught sight of Peter holding up hand written flash cards to his small army of spider-children.

She _was_ there to order Tony and Rhodey back into the main building for the Avengers' first real training exercise since the disbandment, but she told FRIDAY to delay the event a while longer and joined them on the couch.

Peter always timed his sessions to make sure they never went over the 45 minute mark for fear of overworking them, and this was no exception. When his alarm went off, he dropped his flash cards feeling an odd mixture of bone deep exhaustion and heart-warming pride.

"You seem to be making progress with them," Pepper commented with a warm smile, her phone held loosely in one hand as if she'd forgotten she was holding it.

"Thanks, I'm hoping to move onto sums soon." Crepsley prodded the pile of discarded cards with interest, prompting Peter to leap in and snatch them away before they could be stolen. The presence of his Captain America plushie seemed to take the edge off of his pilfering tendencies, but the spider was still a thief.

With the lessons over, a number of the spiders moved to greet Pepper. Martha in particular had taken a liking to her and climbed onto the couch to sit beside her.

"I'm sorry we can't stay longer," Pepper said, half to Peter and half to the spiders surrounding her. "But we've already rescheduled this exercise twice."

Peter felt a pang of gratitude that he wasn't on the receiving end of the pointed look she threw at Tony.

"Well, it was nice seeing you," Rhodey said with a little too much enthusiasm. "Have fun with the Avengers! See you later?"

"Not so fast, you _promised_ me you'd give this a shot. I don't care if you're shouting insults from the side lines, this is important Rhodey."

For a moment, Peter thought the Colonel would protest but he soon thought better of it. With some effort he hauled himself out of his seat, offering Luna a mock salute before he limped out of the room with Pepper close at his heels. She paused in the doorway to glower at Tony when he failed to move, and the billionaire shot Peter an apologetic look before he hurried after them.

Even Tony Stark was wise enough to recognise when Pepper Potts was in one of her no nonsense moods.

The Avengers passed in and out of this section of the Compound a lot, so Peter was pretty familiar with the sudden shift from 'room full of people' to 'room occupied only by giant spiders'. He finished packing up the materials he'd used for their lessons and shoved everything into his backpack. His eyes fell on the unfinished English assignment, it was tempting to just let it sit for the next few weeks, but he knew he'd _never_ get all his homework finished if he left everything to the last minute, so he did the responsible thing and sat down to work on it.

Normally he put a cap on how much TV the spiders watched in a day, but they seemed to think 'Peter doing homework' somehow translated to 'spiders get to watch Toy Story' and…well, he wasn't great about putting his foot down. So, after resisting their cuteness for about a minute and a half, he put on Toy Story and sent May a short video of them climbing over each other for the best seats.

Overall it was a pretty productive session. Crepsley only stole his pen twice, and both times he gave it back after only minimal coaxing. He made it all the way to the end of Toy Story and was able to count the number of times he'd been interrupted on one hand, it was almost unheard of.

He should have known then that he was due a catastrophe.

As it was, he counted himself lucky and finished up his assignment. Even without the TV to occupy them, the spiders were content to let him be. He was forced to write at an odd angle when Anthony pressed up against his side and settled down for a nap, but he couldn't bring himself to mind.

It took another hour for him to finish up his English assignment. It was scrappy, the frantic scrawls and scribbled out words made it almost unreadable, but he wasn't worried. He'd type it all up later anyway.

He wasn't really sure why he preferred to write his first drafts out by hand. Maybe it was because for years the only computers he had access to at home were unreliable at best and prone to shutting down mid-project, scrapping all his hard work with it. Maybe it was just because using his laptop from the comfort of the ceiling was more trouble than it was worth.

Peter scratched Anthony's head and muttered apologies under his breath as he stood up. The spider conveyed a silent grumble before he settled down again. He hated disturbing the spider, but he really needed to stash his assignment in his quarters before one of the spiders got the bright idea to hide it.

That was when he got the announcement: in his room, rummaging through his backpack for his English folder with not a spider in sight.

" _Mr. Parker_ ," FRIDAY said, the note of concern in the AI's voice chilled him to his core. " _I believe we have a problem_."

xxx

To be blunt, training was awkward. Sam wasn't really used to that.

He was still pretty new to the whole Avengers thing, he wasn't ashamed to admit it. The original Avengers formed years before Steve even knew he existed, but he'd spent enough time in their company to know how things were supposed to work. When they fought together, there was banter. When they fought _against_ each other, there was banter. It never seemed to much matter what was going on. When Clint was thrown off a roof and Sam broke his ribs snatching him out of the air? Bird puns. When Steve took the butt of a machine gun to the face in a close quarters fight and it fractured his cheekbone? He still delivered his retort with perfect comedic timing.

And yet, after an hour of training, no one had cracked a single joke. Hell, no one said anything outside of courtesy. The stiff apologies and fleeting attempts at eye contact were setting him on edge. He tried at first, but his attempts at humour fell flat and made him feel even more like an outsider looking in. No, it was up to the original Avengers to break the ice.

Still, Sam supposed it could be worse. So far, they'd kept the sparring friendly. He doubted they would have gotten this far if Bucky had decided to join them.

It was almost a relief when Pepper appeared to tell Tony something had come up at their branch in Chicago. He leapt at the chance to leave, though he had the decency to keep up appearances and apologise for the interruption.

"You guys keep going," he encouraged. "Gotta stay on your toes and all that."

"Uh, Tony?" Sam asked before the billionaire could flee the scene. He felt a little awkward using his first name. "Did you get a chance to look at the wings?"

"Not yet, had a lot going on around here. I'll have them fixed for you by next week," Tony said with a dismissive wave and vanished before Sam could get another word in edgewise.

 _Great,_ not only were his wings still damaged, but they were locked away in a lab somewhere outside of his reach. He shouldn't have bothered asking Stark to fix them. Sure, the drag on his left wing made flying a pain, but it was better than being grounded.

"We can skip the gadgets today, Sam," Steve put in. "Just good old fashioned sparring."

"Thanks, but you guys go ahead. I'm getting my old pack from my quarters."

"The primary living areas are off limits," Vision reminded him with a solemn expression.

Steve waited until the others dispersed before he spoke up again. "I'm serious, Sam. We can put off intensive training until your pack is fixed."

"Nah, don't worry about it. Go kick Vision's ass for me," Sam encouraged with a smile that didn't quite reach his eyes.

Steve gave him a quick once over before he joined the others outside and Sam was left to practice with the other 'normal Avengers', not that he could really practice with them either. He didn't have a death wish.

He watched from the side-lines as Natasha used Clint's momentum against him and sent him sprawling to the floor, then he watched the rematch which ended with Clint body slamming Natasha against the wall to escape a triangle choke. The third one Clint won again, the fourth and fifth went to Natasha and so on and so on.

"This sucks," he sighed when the pair finally decided to take a break.

"You could join in if you want," Natasha said with a teasing smile.

"You know, I would, but as it happens mutilation disagrees with me so…I'll pass, thanks."

Clint snorted, "and yet, you're practically itching to take on two super soldiers and an android who can shoot lasers. Go figure."

Sam sent a longing through the floor to ceiling window. He didn't need sound to appreciate the scene. The remaining Avengers were starting to relax a little as they watched Wanda use her abilities to create harmless moving targets for Vision's target practice. Well, they _seemed_ harmless until a charred tennis ball smacked Bucky in the side of the head. Someone must have teased her about it because her face flushed the same shade as her jacket, but her smile told Sam it was all in good fun.

Sam left the bench and made his way over to the door to the other half of the training facility, the off-limits half. As expected, the doors didn't budge.

"Hey, FRIDAY? Can you let me in?"

" _I'm afraid not, Mr Wilson. This area is off limits for the duration of the renovations._ "

"Worth a shot," he muttered under his breath. Instead of returning to the bench, he leaned heavily against the door. To his surprise, the assassin duo joined him.

"You reckon Rhodes is authorised to go back there?" He wasn't sure why he even bothered asking, as if the Colonel would want to do _him_ a favour.

Clint shot Natasha a loaded look and Sam couldn't help but feel left out. "What is it?"

"Have you seen any work trucks since we moved back in?" Natasha asked.

Sam frowned, "no?"

"You've got to admit, something about this whole 'renovation project' is off," Clint said. "I mean, I'd get a few rooms, but the entire wing?"

"Maybe he just wanted to change things up," Sam suggested, but their words pulled at his gut.

"Tony's _logical_." Natasha gestured to the door, "does this seem logical to you? If he were redecorating, he'd do it room by room and apologise for the mess. Instead, he's barred anyone from entering half the main building for several _weeks_."

Well, when she put it like that…"I asked Tony about when they'd be finished the other day. I didn't think about it at the time…but he refused to be more specific than 'it'll be finished within the next few weeks'."

"When he was designing the place, he had the whole scheduled mapped out down to the hour," Clint said with a grim expression.

Sam eyed the door in a new light. "You got any theories?"

"No solid ones, no," Clint said. "Do you want to find out?"

"How?"

"After the Ultron incident, Tony gave all the original Avengers an override code in case we needed to overpower FRIDAY. It won't let us do anything as drastic as accessing confidential files, but unlocking a door?" Clint raised an eyebrow. "All we need is a cover in case we get caught. Say, retrieving your spare pack?"

Sam tried to shrug off the feeling that he was being used, he was always a sucker for a mystery, and if Stark was up to something he wanted to know about it. "Alright, I'm in."

It took him all of three seconds to realise they'd planned this whole thing out long before he got involved. Without even discussing it, Natasha split away from them and disappeared into the storage room.

"Is she not coming with?" Sam asked in confusion.

"Nah, if they come back and all three of us are nowhere to be found it'll be obvious. She'll hang back and vouch for our whereabouts."

His level of concern only grew when Clint retrieved his fold up bow from the underside of the weight lifting bench.

When he was certain no one was watching them, he gave FRIDAY the override code and the door unlocked with an innocent _click_.

"Do you think Stark will be pissed if he finds us here?"

"Probably," Clint said, but his attention was focused on the hall. "I'll be damned, everything's the same."

"Maybe he was just touching up the paint?" Sam suggested. "It wouldn't be that noticeable."

"And he forbade us from entering because…what? He was afraid we'd touch the walls while the paint dried?" He turned his focus away from Sam as he started to pick at the edges of a target pinned to the wall. "Only one way to find out."

In one fluid motion, he ripped the board from the wall.

"Jesus, man! Why the hell would you-" The question died in Sam's throat when he caught sight of an ugly slash marring the otherwise spotless surface.

"Natasha and I got into a sparring match one time when I came to visit, let's just say things got a little out of control. We moved this here to hide it. You're seriously telling me Tony went to the trouble of having this whole room repainted but didn't bother taking down the targets?"

Sam didn't have a good answer, so he opted to say nothing at all.

He wandered out into the hall while Clint tried and failed to hang the board back on the wall. When he'd lived in the wing, the word 'eerie' never would have come to mind. But now? With the whole place unoccupied and the weight of an unknown motive? Yeah, it was safe to say the place set him on edge.

The light around the corner turned on.

Sam reached for his holster before remembering, no, he wasn't _wearing_ his holster. So, he did what any logical human being would have done and darted back inside the training hall, slamming the door behind him.

"What's got you so spooked?"

Sam couldn't help but feel he may have overreacted a little bit. Not that he'd admit that to Clint. "The lights in this place are motion sensitive, right?"

"Yeah, so?"

"So…have you ever seen the lights go on for any _other_ reason?"

Clint fixed him with a look. "You want to fast forward through the hypothetical questions and get to the point?"

"I think there's someone in the hall, just around the corner."

He half expected Clint to panic, instead he seemed to switch into super spy mode. "Did they see you?"

"I don't think so. Hell, I don't know for sure if it _was_ something. Maybe the lights are just malfunctioning or something?"

Clint propped the target up against the wall and unfurled his bow. "Or something. Wait here."

The assassin's movements were careful yet fluid, he slipped through the door without making a single sound. Sam resisted the overwhelming urge to hold his breath, but only just.

Damn spies.

Clint returned less than a minute later and shrugged to show his search had turned up empty. His posture, however, remained unchanged. Tense and wound up like a spring, Sam wasn't the only one waiting for the other shoe to drop.

They moved with caution, more than ever Sam wished he'd brought his gun.

More than once they heard footsteps around corners, but no matter how fast they moved there was nothing there when they investigated. It was more irritating than creepy…until they started hearing the footsteps behind them as well.

At this point, Sam wanted nothing more than to crack a joke and break the tension, but they were straining to hear _something_. At this point, he didn't think the actual thing (whatever it might be) could be worse than the rising tensions.

They somehow reached Sam's room without incident. Clint conducted a hasty yet thorough search of the place and gave the room the all clear. It was kind of weird to be back here after…what? A year on the run? He'd lost track. If he was being honest, he'd half expected Tony to turn their quarters into sewing rooms or whatever after that shit show in Siberia. Instead, his room was exactly as he'd left it, down to the clothes he'd left folded on the chair.

He wondered if Steve's room was the same.

"What the hell is going on?" Clint muttered. Even with a locked door between them and…whatever, he kept his voice down.

"Maybe we're just…imagining it?" Sam suggested. "It's the paranoia getting to us."

Clint's expression grew incredulous. "I've been a field agent since I was 17. Anxiety, paranoia, hell even PTSD, I've done it all. This is _not_ a fucking shared delusion, Sam."

"…Maybe Tony got a cat?"

Clint face palmed, but at least the tension in the air wasn't quite so thick.

"Let's just get your pack so we can solve this mystery and get the hell out of here."

Neither one of them really wanted to leave the room, but they ventured back into the hall all the same. Any doubt left Sam's mind when a series of scratches and taps sounded from the hallway up ahead, too loud and clear to be a figment of his imagination.

Too disjointed to be any one person.

Clint gave him a grim nod and the pair proceeded. Sam was still unarmed, the pack would be more or less useless in such close quarters, but its weight on his back felt reassuring.

The pair crept through the halls, the echoes of their footsteps sounding too loud in the silent halls. Shadows moved in the halls ahead, vague stretched impressions that vanished long before they could reach the corner.

They didn't say a word the whole way there, the closest they came was the look they exchanged when they heard the living room door slam up ahead. Sam's heart sped up when he realised the only way forward was _through_ said door. He pulled back a little to let Clint take the lead, thankful when the archer failed to comment.

Clint held up a hand and crept forward until he was flush against the door. Even from Sam's position he could hear movement on the other side, that distant scratching and tapping sound that had chased them throughout the wing. Clint reached out, his hand closing around the door handle.

" _Wait!_ "

Sam swore as he spun to face them, he didn't even _see_ Clint load his bow, but it was trained on the figure before them.

It took him a second to place him, even with the primary coloured costume.

"Shit, you're that kid from the airport."

Either Clint recognised him as well or he took Sam's word for it because he relaxed the bow string within seconds.

"Yeah…I, uh, I go by Spider-Man. Nice to meet you for real Mr. Falcon. Sorry for webbing you up that one time."

Clint gave Sam a look that quite clearly said 'is this kid for real?' before he returned the arrow to his quiver and folded up his bow.

"You mind telling us what you're doing here?"

The kid froze. "Um…Mr Stark invited me?"

"Not 'here' as in the building," Clint amended. "Here as in, this section of the building Tony claimed was off limits."

"…Mr Stark asked me to check something?"

"Was that a statement or a suggestion?" Sam chimed in.

"A state- I mean…" he cleared his throat and stood up a little straighter. "I'm here because Mr Stark asked me to check on something."

"And what _exactly_ did Tony ask you to check on?"

Jesus, Sam could see the panic on his expression even with the mask on. He made a few aborted motions with his hands and broken attempts at voicing a train of thought. "That's…um…classified?" he all but squeaked.

"Come on, man. Go easy on him, he's a _kid_."

The Spider-Kid tried to protest, but his pitch didn't exactly help his case.

"It's a simple enough question," Clint said with a shrug. "How come we haven't seen you around, anyway?"

"I spend a lot of time in R&D," the words spilled out of him with an undercurrent of relief. Sam could practically hear him think the words ' _finally, a question I can answer_ '. "And I'm not – like – _living_ here. Not like you guys, it's kind of a part time thing."

"So, what's in here?" Clint asked, gesturing to the door behind him for emphasis.

"How should I know?"

"You told me to wait, rather loudly might I add. Got something you don't want us to see?"

"What? No! I mean- Why would you think I have something to hide?"

Jesus this kid was bad at lying.

"Well, in that case." Clint reached out to turn the doorknob again only for the kid to shriek his protests once again.

"Wait! Okay, listen. They're…um…they're redecorating in there. Really messy, Mr Stark will be mad if you go in there. All the paint is still drying and there are ladders propped up against the doors and stuff so if you open it it'll make even _more_ mess and then-"

"Stop," Clint ordered, and the kid halted his ramblings. "Good, now _breathe_."

The kid inhaled deeply, and before anyone could move an inch, Clint wrenched open the door and unfolded his bow.

The room was empty.

"You said they were painting in here?" Sam asked. The kid shrank down before his eyes.

"It all looks clear," Clint said after a quick scan of the room, but he kept his bow unfurled.

"I didn't hear the other door. Where do you think they went?"

"Must have snuck out while we were distracted." Clint shot a dirty look at the kid, but his expression shifted when he caught sight of him. Even with the mask in place you could tell something was wrong, his posture was all wrong and stiff. Sam would bet anything the blood had drained from his face.

There was something very strange about the kid, and it wasn't just the bright red getup.

" _They?_ " he all but choked out. "You mean…you saw someone?"

Sam and Clint exchanged a look. "How much time do you normally spend in this section of the Compound?"

The kid shuffled his feet.

With a sigh, Sam reworded the question. "Have you seen or heard anything weird around here? Like, scratching noises. Feeling of being watched, that sort of thing."

"No?" the kid gave a nervous laugh. "You make it sound like the place is haunted or something."

Sam rolled his eyes, "don't worry kid. We'll make sure Casper keeps his distance. Right, Barton?"

But Clint wasn't standing beside him anymore. He was over by the couch, a perplexed expression on his face.

"What in the hell…?"

"You find something?"

He raised the object into the air to let Sam could see it. The object in question was a plushie of…Vision. He'd seen them once or twice in toy shop windows, there were even a few falcon ones in circulation. Why there'd be one _here_ he had no clue.

He saw the kid stiffen again in his peripheral vision before- There it was again. That same, half-tapping half-scratching noise, rattling and disjointed and oh so disturbingly _close_.

Very, very slowly, Sam raised his eyes to the ceiling.

"Clint!" he shouted in warning, a split second before an enormous spider dropped down on his head.

Now, Sam wasn't one to exaggerate, so when he said the spider was _enormous_ , he truly meant _about twenty times larger than any spider has any right to be_.

The beast tackled Clint to the floor, curved fangs missing his throat by inches. The bow clattered across the floor and the archer let out a string of choice curse words. He didn't let it stop him though, already he was reaching for his quiver with his free hand. He grasped an arrow in a reverse grip and made to drive it into one of the creature's many eyes before it could sink its fangs into his flesh. His efforts were halted, however, when a strand of webbing latched on to the arrow and yanked it from his grip.

Before Clint could make for another one, the spider leapt off of him and darted towards the kid.

Instead of racing in the opposite direction like _any sane person would_ , the kid fell into a sort of half-crouch half-fighting stance. The spider darted past him and attempted to use his slim frame as a shield. It was without a doubt the most bizarre thing Sam had ever seen, and there was a fair bit of competition these days.

"Kid…" Clint said in a low voice as he got to his voice. He kept his movements slow and predictable to avoid spooking them. He couldn't seem to find the words to form questions. Where to even _begin_?

"I won't let you hurt her." Sam noticed the kid was trembling, he wasn't sure if it was with fear or with anger.

No one seemed sure how to proceed. Two unarmed Avengers against a strange, superpowered kid who'd apparently befriended a giant spider.

Sam really wished he'd never watched that Harry Potter movie with his niece.

The spider watched Clint with an alarming intensity. It was then that Sam noticed something else. Clutched in its…pincers? Yeah, let's call them pincers, was the stuffed Vision plushie. His eyes flickered back to Clint just to be sure, he supposed the thing must have grabbed it in the struggle. Sam shuddered when it moved its long, hairy legs. Tap, tap, tapping forward inch by inch to peer around the kid and stare at him with those soulless black eyes.

It struck the floor with one of its front legs and the kid's attention switched to the beast. He made a motion with his hands, too fast for Sam to keep track of, and the spider backed away. Out of the corner of his eye, he saw Clint frown.

The door creaked behind him, and Sam turned his head just in time to see a long, hairy, distinctly _not human_ leg curl around the edge of the door.

In the span of a split second the kid scooped up the spider behind him and flat out sprinted towards the door as if it didn't weigh a thing even though the beast was almost as large as he was. It flailed in his grip before wrapping its many legs around him like a parasitic octopus. Clint went for his bow, but too slow. The kid was gone, taking both spiders with him and slamming the door behind him for good measure.

Sam lunged for the door, but it wouldn't despite not even having a lock. He threw his weight against it and through the narrow sliver of a gap he glimpsed the thick layer of webbing cementing it to the wall.

"We're not getting through here any time soon. Should we leave through the other door and try to cut him off?"

"We don't know where he's going, what he's capable of, how many…allies he has at his disposal, or what the _hell_ is going on here. I vote we go back and regroup, tell Steve what we know," Clint voted as he checked over his bow.

"One thing's for sure, Stark has some serious explaining to do."

xxx

" _Stupid_ ," Peter choked out. Meg hesitated before resting a fuzzy foot on his head. It took a moment to realise she was attempting to console him. He wiped his eyes with his sleeve and patted her with undeniable affection.

"Thanks, girl," he murmured. "Don't worry, we'll figure this out."

As for the _how_ of it, he wasn't quite sure. He wondered if Tony would be angry when he came back from…wherever he was ( _the boss is off the premises, Mr Parker. I'd contact Vision on your behalf but with the override codes, their security clearance trumps yours and they specifically requested I refrain from alerting him along with the Colonel. I'm afraid you're on your own_ ), would he blame Peter for that fiasco in the living room? Or worse, would he take it out on Captain Rogers and his side of the team?

Because Peter could handle another fallout with Tony. It would be rough, _really_ rough, but so long as he agreed to let the spiders stay, they'd figure it out…Being the one to destroy any hope of the Avengers getting back together, on the other hand? Peter wasn't sure he could handle that.

He raised his head and leaned over the edge of his web-hammock to count the spiders again. _Twelve, thirteen, fourteen, fifteen. Double check to make sure_. It didn't matter that he'd counted them all at least a dozen times since sealing them inside his room. The idea clamped on and wormed its way deep inside, twisting his stomach and filling him with dread.

 _What if you miscounted the last time? Are you sure you didn't count Beth twice and miss out Anna? What about Natalie? She's slipped by you before._

 _Thirteen, fourteen, fifteen. Once more, just to be on the safe side_.

The spiders were nervous. He knew they sensed his distress, knew it fed their own unease. He'd left the TV on mute, sound didn't matter to them and he needed to keep an ear out in case the Avengers went looking for them. For once, the bright colours failed to entrance the spiders.

 **Safe here** , he signed. They remained unconvinced.

He hugged his knees as a shiver ran through his body, so violent it made his teeth chatter.

 _Count again, just to be sure._

It felt like a portion of his brain was lagging. The important part that was supposed to _process_ things, but it was stuck in a groove, insisting this wasn't happening. His survival responses were working just fine, he was wound up like a spring just waiting for an excuse to leap into action. His heart pounded the way it only did when he was out as Spider-Man, perched on a rooftop with a clear goal in sight and a hair's breadth from the edge of a rooftop. It was the feeling he got when he prepared himself for a fight, but this time he found the idea more intimidating than exciting.

Oscar dropped from the ceiling and landed on top of him. Meg prodded him with clear irritation, but the spider ignored her and settled on Peter's chest the way he used to when he first hatched. He scratched the spider's head and hoped the little guy understood how much he appreciated the gesture.

Peter must have calmed down somewhat because when Vision floated through the wall like a Christmas themed ghost, he barely even flinched. Maybe some part of his brain thought Oscar's comfort was more important than fleeing a source of potential danger. Go figure.

"Is anyone injured?" Vision asked, surveying the room even as he asked the question.

Peter shook his head, an immense wave of gratitude towards the android catching him off guard. He still wasn't sure what Vision really _felt_ , but he managed to strike a perfect balance of concerned and ready to act but thoroughly relaxed. He gave the impression of someone who had an indepth understanding of the situation and knew exactly how to proceed. Peter wondered if he could teach him to master that 'I'm self-assured and completely confident that this situation is under control' look without coming across like a Flash level narcissist.

Satisfied that everything was as it should be, Vision knelt to allow the spiders to approach him at eye level. Under normal circumstances, every spider in the room would have crowded round him. As it was, a little less than half made cautious move towards him and only four got within arm-swinging length.

To his surprise, the spiders that _did_ approach him soon started to tug on his cape the same way they tugged at Peter's clothing when they wanted his attention. They jabbed their front legs in Peter's direction, like they expected Vision to fix the situation for them.

"Am I mistaken in thinking they are under some stress?" Vision asked after a brief pause.

Peter bit his lip. "I haven't really been able to…explain this to them. They _love_ the Avengers, I don't know how to say their favourite heroes may try to kill them just for existing."

Vision surprised him once again when a look of understanding crossed his face.

"I will talk to the Avengers. I will make it understood that the spiders are not to be harmed under any circumstances."

"…Does Tony know yet?"

"Not that I'm aware. Would you like me to inform him on your behalf when he returns?"

Another nod.

The android watched the spiders with an odd expression Peter couldn't put a name to.

"I don't believe the others are beyond reason, Peter. This may take some getting used to, but they will adapt."

Peter bit back a biting retort. It was easy for _him_ to say that, he didn't so much as blink an eye when he stumbled upon the spiders for the first time (come to think of it, _could_ androids blink?).

"You really think so?" Peter asked instead. He hated how hopeful he sounded.

Vision rose from his crouch, his stance radiating confidence.

"I will make sure of it."

xxx

Vision returned a few hours later with an oddly proud expression. Peter had since retreated from the safety of his web hammock. His attempts to reassure the spiders were still…mixed to say the least, but the majority shuffled forward to greet the android when he phased through the wall, so that was an improvement.

"If you would be willing, there is someone outside who would like to meet you."

Peter stared, too stunned to form a coherent sentence. Instead, it came out as something like: "I-who-huh?"

"May I?" Vision asked, gesturing to partially dissolved webbing still coating the bedroom door. Peter hadn't noticed when it started to deteriorate, had it really been two hours already?

He glanced up at the TV screen and tried to do the mental math to figure out how far through the movie they were, only to realise the movie started again from the top when it ended. This was the _second_ rotation of Bug's Life, not the first.

Maybe he should have turned up the sound.

"Um…are you sure that's a good idea?"

"I am confident that the spiders will be perfectly safe in their presence," Vision assured him.

Peter's gaze flickered between the android and the spiders, a half dozen excuses already on the tip of his tongue.

 _They're really agitated, I'm not sure how well they'll cope with meeting new people right now._

 _After everything that just happened with Falcon and Hawkeye, maybe we should hold off on introducing them to the Avengers for a while?_

 _We should wait for Tony to get back._

 _We should ask Pepper first._

 _We should-_

"Okay," Peter said in a small voice.

Vision pulled away the remaining webbing and phased through the door. He could hear his voice in the hall, telling someone outside they were allowed to come in. He wondered who it was, probably not Falcon or Hawkeye, but maybe the Black Widow?

 _Or Captain America_.

The door swung open and in stepped a girl, not _that_ much older than himself. She pushed her pale brown hair back off her face and gave him a nervous sort of smile.

"Hello, Spider-Man. It is nice to meet you properly," she said with a trace of an accent he couldn't quite place. Her voice was unfamiliar, he wasn't sure if the Scarlet Witch had ever spoken in public before. Only then did it dawn on Peter that he wasn't wearing his mask.

"Um…nice to meet you too Miss Scarlet Witch," he said and tried not to panic. If he couldn't trust an Avenger with his secret identity, who _could_ he trust?

"Wanda," she corrected with a warm smile.

"Peter."

He didn't have to turn around to know one of the spiders was emerging from the den of sheets and webbing. Her expression and sharp intake of breath told him everything he needed to know.

After a time, she found the words to comment. "…Sam wasn't exaggerating."

"His name is Oscar," Peter offered. He wasn't really sure what else he _could_ do. "What happened with Hawkeye was a misunderstanding, I promise. They don't look it but they're harmless really!"

Her smile broadened. "They don't look very intimidating to me. I've always adored spiders."

"They…wait, really?"

"When I was a child I was fascinated by them," she explained. "There was a small pet shop not far from where we- I…lived. They had a tarantula in a tank in the back, a Chilean Rose. I'd watch it for hours if they'd let me. Is it safe to touch them?"

"Of course!" Peter leapt to his feet. Oscar took a step back, a little uncertain, but the other spiders were creeping out of the various tunnels and hiding spots.

 **Safe,** he signed to the spiders. **MA, here**.

Martha crept forward obediently. She was one of the smaller females and without a doubt the best with people. He figured she'd be a good introductory spider. Peter scratched her head and gestured towards the new hero. The spider hesitated for only a split second before moving to greet her. Peter was pretty sure even Wanda would be able to see the curiosity in her expression.

As it turned out, the Scarlet Witch got on with the spiders almost as well as Vision.

They were more reluctant to greet her at first, the anxiety still riding high after the events of that afternoon. Oscar didn't respond to meeting his hero as Anthony and Meg had. He was shy, a little like Luna but to an even greater extreme. He watched from the safety of the low hanging sheets, Peter wasn't sure where he'd hidden his Scarlet Witch plushie, but he knew it was around somewhere.

Wanda soon found her attention split between twelve oversized spiders she couldn't yet understand. When Oscar did creep forward, he seemed nervous and unwilling to butt in. Peter felt a pang of pride when Beth noticed the spider craning to see and nudged some of the others out of the way with her long legs to let him through. Vision explained the situation with the plushies, how most had chosen the representatives of their favourite heroes which led to Peter telling the story of how the little guy had picked a fight with the biggest spider for the Scarlet Witch plushie.

She smiled and waited patiently for Oscar to gather up the courage to move forward. He jumped and skittered back into the tunnels when she gave him a gentle pat. He returned after a few minutes to show off the Scarlet Witch plushie. Even Webster and Natalie called off their dutiful watch long enough for introductions.

Peter lost track of time as they sat on the floor of his room. A witch, a teen vigilante, an android, and fifteen giant spiders. It sounded like a bad joke.

The spiders were a little disappointed when they realised she couldn't understand them as Vision had come to, but the android was happy to act as translator for them and they soon perked up again. He only ran into trouble when Ed made a strange, spasming motion with his pedipalps he'd never seen before.

A wave of excitement consumed the spiders and within seconds they were all mimicking the movement, tugging at Wanda's clothing as they did it like a rather insistent audience demanding an encore.

"Are they…hungry?" Wanda asked with a bemused expression.

Peter snapped his fingers to get Natalie's attention and signed: **what?**

The spider wasn't quite as enthusiastic as the others and allowed Peter to divert her attention. She repeated the motion to him more slowly and jabbed a leg in Wanda's direction. The motion almost seemed kind of…familiar.

 **You want?** He confirmed. The spider jerked her pedipalps in an upwards motion: a clear yes. He followed up with a few more questions, trying to narrow down their exact request. The spiders soon caught on to the fact that they didn't understand the request but weren't sure how better to convey it except to make the motion more exaggerated.

Peter slapped a hand over his forehead when it finally clicked.

"Do you understand their request?" Vision asked, still observing the scene with a calculating expression.

"I…uh, I _think_ they're trying to say they want Wanda to…You know." He mimicked the hand gestures he'd seen her make on TV whenever she used her weird powers and the spiders skittered back and forth in their excitement at being understood.

Wanda looked surprised and…something else Peter couldn't identify. Worried maybe? They met eyes for a brief moment and she hunched over, hiding her face behind her hair.

"Hey, it's no pressure. I can tell them no, it's not a problem if you're uncomfortable. They'll understand," he assured her.

"No, it's alright. I'm just not- People don't normally _request_ that I-" she trailed off, looking embarrassed.

Instead, she made that strange spasming motion with her fingers and beads of red light blossomed at her fingertips. The spiders twitched their legs the way they did when their favourite scenes in movies came on screen. Their many eyes stayed fixed on her hands, entranced by the simple display. Peter knew first hand that this was a parlour trick compared to what she _could_ do.

When she saw their positive responses, she grew more adventurous with her display. Scarlet tendrils became entangled in her fingers. They looped and twisted with liquid movements, intertwining and springing apart at the slightest motion from Wanda.

She made a gesture and the spiders turned to watch as those same tendrils wrapped around a book on the desk several feet away from her. With a jerk, she sent it flying across the room with startling speed but halted it in mid air before it could hit the wall. The spiders surely would have oohed and aahed given the ability to vocalise. Instead they tensed and hunched low to the ground as if about to pounce, fluffy bodies brimming with excitement.

They must have sat there for a solid half hour, Peter and Vision clapping while the spiders twitched their legs in appreciation as Wanda sent everything from pillows to lamps zooming around the room.

Peter almost forgot about the events of the day as he laughed at the spiders' collective awe. That was, until FRIDAY informed them that Tony was looking for them. Before he could think twice about it, he told the AI they'd meet him in the kitchen. He was almost surprised when the prospect of leaving the room didn't fill him with dread.

The spiders seemed happy to stretch their legs, though they refrained from wandering off in favour of huddling in a pack around the three heroes. It reminded him of their early days in the Compound. Meg started shivering halfway to the living room, forcing Peter to carry her the rest of the way but neither one put up much of a fuss.

They arrived to find Tony already nursing a steaming cup of coffee with an irritated Rhodey beside him.

"Two hours," Tony said. "I was gone for _two hours_ and the Compound collapsed into chaos."

"That's a bit of an overstatement."

"Is it, Rhodey? _Is it_?"

"They're being childish, they will get over it soon enough," Wanda insisted as she hopped up on the countertop.

Tony gave her an incredulous look. "I'm sorry, have you _met_ them? I barely had time to step out of my suit before Sam and Clint started screaming at me about the 'attercop' living in his old room. What the hell even _is_ an attercop?"

Before Vision could reply, Peter spoke up from behind him. "It's a Hobbit reference."

The teenager couldn't help but squirm when all eyes fell on him. "What? I read."

His traitorous spider sense failed to warn him when Wanda reached out and ruffled his hair. Shelby prodded his side to express her concern and confusion when he shouted protests at her. Only Rhodey caught Tony's fond smile between gulps of still steaming hot coffee.

He resisted the urge to shake his head. Tony figured out a way to hide the kid and fifteen giant spiders for _weeks_ , the kid somehow made them all forget that the spiders had fangs almost the length of his forearm beneath their fluffy pedipalps. Together, he had no doubt they'd convert the Rogue Avengers over to their side.

xxx

Peter fiddled with his web shooters when he was nervous. It was a habit he'd picked up back when he first started doing the whole Spider-Man thing, back when instead of industrial grade machinery he had spare parts held onto his wrists by buckles salvaged from old watch straps. Every second he could spare was spent checking over the devices. Looking for flaws, for damages, for _anything_ to indicate that the next shot would fail him and send him plummeting to the pavement down below. His nerves eased a little when he replaced them with metal cuffs (thank god his teacher didn't watch them too closely when they moved on to metal work in class or else they would have noticed his little side project). Then his cuffs were replaced by Tony Stark's own model, leaving him with no reason to fuss over the gadgets. Not when they were made by the creator of the Iron Man and Karen could detect the faintest scratch.

And yet, the habit remained. He shouldn't even _need_ his web shooters for this but-

Peter jumped when a hand clapped down on his shoulder. Anthony rushed forward now that he'd noticed his favourite person in the whole world had entered the room, skidding to a halt just shy of crashing into Tony's legs. The millionaire hesitated before giving the spider a pat on the head and nodding as if listening to a very interesting lecture when Anthony showed off the Iron Man plushies for the millionth time.

"You about ready?"

"Almost," Peter said as if he hadn't exhausted every possible excuse to put this off. "Just…making sure Crepsley is the best choice."

"Kid, we talked about this. May agreed, Vision agreed, Wanda agreed, _you_ agreed."

"All the spiders respond differently to meeting their idols," Peter argued. "What if he tries to tackle him or something?"

"Then who do you suggest?"

"I dunno…Oscar?"

"You already ruled out Oscar because he's too shy."

"Benjamin, then."

Tony fixed him with a look that spoke for itself.

"…Fine, we'll use Crepsley. I'm just saying-"

"Kid, I trust your judgment. If you _really_ think Benjamin is the better choice, go with Benjamin. But be honest with me, is your choice of spider really the problem here?"

"…no," Peter said without looking up from the floor.

"Do you want me to reschedule? Do this some other day?"

Tony had no idea how tempting his offer truly was, but Peter had to face the fact that buying a week wasn't going to make a difference.

"We'll use Crepsley," he decided.

If he didn't know any better, he would have sworn he saw a glimmer of pride in Tony's eyes.

"Alright, then let's go get 'em."

Peter didn't have Tony's confidence, but he trailed along behind him all the same. And if he spent a little longer than was strictly necessary reassuring the other spiders? Well, no one had to know.

Tony paused when they reached the doors to the rest of the Compound. They were plain, unassuming, offering no hint of the dangers that lurked on the other side.

Peter didn't trust his voice, so he shot Tony a thumbs up instead. The billionaire slipped through the doors and Peter did his best to block out the conversation taking place on the other side.

" _Are you sure this is a good idea? I mean-"_

" _-animals, Tony. Can't we at least bring our weapons? Or-"_

" _-if you want to continue living here rent free you'll either have to suck it up or-"_

He was so engrossed he almost missed the sound of Wanda's footsteps, thankfully she wasn't in the mood to scare him into plastering himself onto the ceiling today.

"The spiders seem happy with Vision," she assured him without prompting. "They still seem convinced that they can attack him without going right through him if they take him by surprise. They weren't having much luck when I left."

"How's Rhodey finding the others?" Peter asked. He hated that he couldn't keep the worry out of his voice.

"Crepsley and Martha seem eager to meet the team, but Rhodey has a handle on things."

"…Is Webster doing okay?"

"Last I heard. Why don't you see for yourself?"

Peter hesitated, eyes wandering back to the door.

" _Look, this is not up for debate. Do you want to hear the ground rules or not?"_

"Okay, yeah. That's probably a good idea."

He didn't know Wanda that well yet, but already she reminded him a lot of Vision. They both had this self-assurance he didn't think he'd _ever_ be able to master. Maybe it was a 'I have mysterious cosmic powers and I could probably destroy you with a look if I wanted to' kind of thing.

Just as Wanda said they would, the pair found Rhodey holed up in the living room where he was attempting to watch over four very demanding, very _curious_ spiders. The second they caught sight of him, Martha and Crepsley released their hostage and rushed over to bug him with their questions instead. They could only communicate a handful words at the moment, though he felt immense pride at every new word they learned. He had to admit, it lost some of its appeal when Crepsley and Martha started silently chanting a firm routine of **where? When? Where? When?**

" **Soon** ," he said as he signed, even though he'd all but given up on teaching them to interpret spoken English. " **You wait, W follow**."

There was a brief pause before the spiders changed their mantra to: **why? Why? Why?** Even Natalie gave a confused, half-hearted sort of wave. Only Webster remained motionless, choosing instead to fix Peter with his most intense stare.

Hyper aware of Rhodey watching them out of the corner of his eye, Peter crouched down to meet the spiders at eye level.

 **There** , he signed, pointing at the door for emphasis. **Danger. W, me, go. No danger. I come back, there** _ **safe**_ **. Then you follow. Understand?**

The spiders stared at him with blank expressions, but they were no longer pestering him with questions which usually meant they understood well enough. He wished he could explain all this to them in more depth, but they tended to get lost when he signed in complete sentences instead of his awkward, broken attempt at ASL. Still, not that long ago he was having trouble teaching them to respond to individual words like 'food' and 'stay'. Who knew? Maybe in a year's time they'd be nagging him to sign-interpret the Harry Potter series. Hell, at the rate they were progressing, maybe they'd be _reading_ the Harry Potter series.

With only minimal coaxing, he led Webster out into the hallway. Crepsley and Martha were disappointed but didn't stir up too much of a fuss. Instead, they went back to pestering Rhodey despite knowing full well that he didn't have the faintest idea what they were conveying. Natalie, on the other hand, launched a well-planned escape attempt while everyone was distracted. It was only thanks to Peter's spidery senses and Wanda's fortuitous timing that she was thwarted. Wanda decided to stay behind and help out with them until it was actually time to introduce the Avengers to Webster. Just in case.

When he _did_ get out the door with Webster in tow, Peter found himself unsure of how to proceed. He supposed they'd just have to wait by the door until Tony returned and gave the go ahead. _If_ he gave the go ahead.

"How you feeling, Webs? Ready to dazzle them with your charm?"

The spider stared at him.

"Or…I mean, yeah. That works too." Peter sighed and slid down the wall until he was sitting on the floor.

"You're gonna be great," he assured him, even though the spider had no idea what he was talking about. Webster hesitated before resting one of his fluffy feet on Peter's arm. The spiders never failed to pick up on his distress, but Peter couldn't remember the last time Webster had reached out to him like this. He got the feeling the spider was trying to comfort him but only had a vague notion of how to do so based on the interactions he'd observed between his siblings.

Peter made a point of smiling and scratched the spider's head to show he appreciated it. Webster raised his head as if proud of his good work and tapped Peter's arm a few more times just to be on the safe side. They waited there, side by side, until the door to the training rooms opened.

"Did it go okay?"

"…Yeah, I'd say so," Tony said, but the pause spoke the words Tony refused to.

Peter took a deep breath. "Wanda should be here soon, FRIDAY said she'd tell her when you came back," he said when he trusted himself to speak again.

"No rush."

Funny, the silence that followed hadn't seem so potent when it was just Peter and Webster.

"How's he doing?" Tony asked after a time, nodding to the spider.

"Fine…I think he found the concept a little easier to grasp than Martha did."

"Well…that's something."

The relief in the air was tangible when Wanda returned and shattered the awkwardness with lengthy assurances that Rhodey had things under control.

Unable to delay the inevitable any longer, Peter nodded and patted Webster on the head once more for luck before he marched into the lion's den with his head held high and an Avenger on either side while one very large spider trailed along behind them.

When Peter stepped through the door, two thoughts crossed his mind. The first was one of panic stricken regret that he'd ever allowed himself to be talked in to this instead of fleeing to live out his existence in the wilderness with his adopted spider children. The second thought was a silent prayer of thanks to Thor and whatever other deities might exist out there that Tony had agreed to let him wear the mask because he was already sure his idols all saw him for the nervous wreck he was. He couldn't even begin to imagine how he'd look without it.

It took every ounce of his will and strength to force his feet forwards when he caught sight of the Rogue Avengers waiting with crossed arms and a _broad_ variety of expressions. God, you'd think that all those years of Captain America PSAs would have made him immune to his Disappointed Face™. To his right stood Hawkeye and Falcon, both sported expressions which were equal parts curious and wary. He almost missed the Black Widow on the Captain's left. Her expression leaned more towards…well, she looked unimpressed.

Right, breathing. Deep breath in, deep breath out and-

Peter held open the door a little wider and beckoned for Webster to step inside. The spider was cautious, just as Peter expected him to be. He only hoped the slow, predictable movements would serve to reassure the others.

There was a sharp intake of breath when he edged around the door and peered at the Avengers with his many, many eyes. Peter didn't dare look back to gauge their responses (would Captain America be horrified by the fluffy, many legged child? Was Hawkeye harbouring a grudge for that incident in the living room? Would the Black Widow maintain her effortless air of apathy, or would she allow her revulsion to twist her features?). Instead, he focused on Webster's reaction. He was nervous, curious, maybe a little reluctant. Peter crouched down so they were once again at eye level.

 **Safe** , he assured him. The spider shifted to stare at the Avengers again before taking those last few steps over the threshold. Peter sighed in relief and let the door close behind them.

He gave Tony a sharp nod to let him know they were good to continue.

"You want to do the honours, kid?"

His mouth felt dry all of a sudden. He didn't need to look up to know everyone was staring at him.

"This is Webster," he said but couldn't help but flush beneath the mask when he heard a snort. "Hawkeye and the Falcon met him briefly before, but I didn't really have the chance to run introductions."

He risked a glance at the group and was surprised to find no trace of loathing or terror etched on their faces. Captain America was frowning, but if anything he looked…concerned. Falcon, while clearly uncomfortable, didn't look sickened by the sight of him. Even the assassins seemed more curious than murderous.

A new found confidence crept over him, his voice steadier with every word he spoke. "I found them kind of by chance, this lab...Well, it's kind of complicated, but I got my powers by accident and these scientists were trying to figure out exactly how it happened so they could make super soldiers...Anyway, when I realised they were spying on me, I went to their lab to find out why and found these guys."

He patted Webster on the head for emphasis and the spider preened. "Any questions?"

Clint Barton slowly raised his hand.

Peter looked at Wanda who looked at Tony who gave an unhelpful shrug in response.

"Um, yes?"

"That's not the spider that jumped me," he deadpanned.

"Er, no. That was Meg."

Sam snorted at the name but raised his hands in mock surrender when half of the people in the room turned to glare at him.

"I think what Clint means to say is," Steve put in after shooting Sam a disapproving look, "where is the spider now?"

"She's with Rhodey," Tony answered on Peter's behalf (much to the hero's relief). "We were worried meeting you would stress them out, so we figured start with this one and see how it goes."

" _We_ might stress _them_ out?" Clint asked and even Captain Rogers seemed to be on his side with this one.

"New people do that to them sometimes," Peter said with a shrug. "And Meg's a pretty big Captain America fan."

He had to admit, he found a certain satisfaction in their baffled expressions. He'd never thought Captain America _capable_ of making that look of utter bewilderment. Wanda tried and failed to suppress a snicker. Webster shuffled closer to her with a curious expression, as if he half expected her to keel over. She gave him an affectionate pat on the head to ease his concern, but the spiders were masters at emotional manipulation.

Sensing weakness, Webster fixed her with his most adorable look, bunching his legs tight against his body to make himself look smaller and waving his fluffy pedipalps. Wanda's heart melted and without thinking she sat down on the floor so they could be at eye height while she fussed over him

Peter was too busy grinning at the pair of them to notice the shift in the atmosphere, but Tony did. The way the defensive stances began to loosen, the wariness giving way to curiosity. Clint's animal-loving nature was clearly at war with his grudge against Meg.

Natasha met his eye and quirked an eyebrow, a faint smile tugging at her lips as her gaze flickered between him and the kid. He barely resisted the urge to roll his eyes.

"So, how would you guys feel about meeting some of the others?"

xxx

As it turned out, Martha and Crepsley were the _perfect_ choices. Natalie slipped in behind them but stayed out of the spotlight, how that was even _possible_ for a giant spider in an enclosed space, Peter couldn't say.

Martha was her usual calm, patient self. She didn't hesitate to approach the group but kept her movements slow and predictable, just like when she approached Happy or Rhodey. She gave them space, but made her curiosity known and let them come to her. It was a slow process, but the oppressive weight hanging in the air began to dissipate. The presence of _the_ Captain America made Crepsley a little reserved at first, but he soon took a liking to Sam and started following him around everywhere, much to the hero's confusion. Clint found the whole thing endlessly amusing.

When they broke out the plushies the archer's suppressed laughter became a cackle. Even Natasha cracked a smile when she saw the look of bewilderment on Steve's face.

Natalie bided her time. She lurked high above them, watching from the safety of the rafters until everyone but Peter forgot she was even there. Waited for the Avengers to relax, for Peter to distract them by convincing Martha to give Sam a high five. Natasha Romanoff also preferred to watch things from afar. She hung back when the others surged forward. It made her approachable.

The spider waited and waited for the perfect moment. When she saw it, she scrambled down the wall as fast as her legs would carry her, using every trick she knew to stay out of view of the prying eyes. Only when she neared the ground did she falter. Though she didn't make a sound, when she was only a few feet up off the ground the Black Widow turned her head to watch her in her peripheral vision.

The spiders struggled with facial expressions, perhaps for the best as Natalie couldn't interpret the wariness in her expression. When the spy failed to move, she started to creep forward again. Little by little she inched closer, attention torn between the group of heroes and the spy she admired more than all of them. Peter noticed her early on in the mission, a quick glance between the spider and the assassin told him all he needed to know. He made the sign for 'luck' though the spider had no concept of it and said something to the group which made them all turn their backs to her.

Natalie paused when she was about a foot away from her, unsure of how to proceed. The spy stared at her with an inscrutable expression before her eyes flickered over to Peter, then back to the spider. She hesitated before, with slow deliberate movements, she crouched down and extended a hand towards her. Natasha wasn't sure what she was expecting, maybe for the spider to headbutt her like a cat. Instead, after some awkward shuffling, she raised her frontmost right leg as if imitating Natasha's gesture. Then, she ever so slowly moved to rest her fluffy foot on Natasha's outstretched hand like a bizarre handshake. Natasha considered the spider for another few moments before she reached out with her other hand to rest a hand on her head, mindful to stay clear of her enormous eyes.

The stillness between them was broken when Clint who, no longer able to contain himself, let out a cooing noise like he'd just spotted an especially adorable puppy. Peter and Wanda clamped their hands over their mouths to keep from laughing when the spider and the spy turned on him with remarkably similar expressions. The archer raised his hands in surrender but was unable to wipe the grin from his face.

"Which spider is that again?" Sam asked with a frown.

"Natalie…my friend always jokes she's like a mini-Black Widow."

Natasha quirked an eyebrow but gave no other indication she'd even heard him. She didn't even comment when Natalie proceeded to follow close on her heels as she strolled back towards the group, though it clearly took every ounce of Clint's self-control not to.

"You guys want to meet some of the others?" Peter asked, somehow expressing his hopeful look even through the mask. When he met their blank expressions, he faltered a little. "I mean…we don't _have_ to. You guys just seemed to be getting on so well with…and I know Violet is dying to meet Hawkeye…"

"There are _more of them?!_ " Sam all but shrieked.

"I have a fan?" Clint asked with a grin.

xxx

All in all, it was a long day but an undeniable success. Bucky even joined them in the living room after Peter managed to corner Tony in the kitchen and confront him about the soldier's absence. He claimed there were 'safety concerns' but, after a great deal of pestering, conceded and let Steve go find him. When they both returned, Crepsley raced over to greet Captain America as if he were meeting him for the first time all over again. Peter felt a pang of guilt when he realised they didn't _sell_ Winter Soldier plushies. More than that, he'd never seen any of them idolise Bucky as they did the others. They didn't crowd around when he was on TV, they didn't even have a _sign word_ worked out for him.

He should have given his spiders more credit than that.

Though no one spider raced forward to see him, Bucky was hardly shunned as an outsider. Within seconds Edward spotted him standing in the doorway and approached with clear interest. Crepsley also picked up on his presence. When, with some coaxing from Steve, Bucky entered the room everything went still.

"Are they…okay?" he asked when sixty pairs of huge black eyes moved to focus on him with a terrifying intensity. Before Peter could respond, the room erupted into a mad flurry of movement. The soldier staggered back several steps as a wave of spiders charged towards him but every single one skidded to a stop before they collided with him.

It took Peter a few seconds to realise why their movements screamed _panic_ , and why Shelby and Oscar were practically trying to carry him over to the door. Then it hit him: they hadn't realised Bucky was missing an arm.

He glanced between their panicked looks and the metal stump which, only a moment ago, had been obscured by the doorframe.

Tony and Steve were already mid-argument, the spiders had Bucky cornered, the other Avengers were looking on with expressions ranging from confusion to anger. Only Vision remained calm.

"Am I mistaken," he said, just loudly enough to drown out Tony's shouting, "in thinking they are concerned for his wellbeing?"

The fighting ceased, the angered expressions became ones of stunned disbelief. If not for the fact that Vision was on the other side of the room, Peter would have hugged him in that moment.

"Sorry, I think they're worried he's going to die or something…I'll sort things out, though. I'm really, _really_ sorry Mr Barnes. They've seen photos of you with the metal arm, so I just assumed they figured it out but…" he trailed off and focused on conveying the situation to them in sign language instead.

Now that everyone knew they weren't trying to drive him out, the team seemed to find it more amusing than anything. Bucky glowered when Steve tried and failed to suppress a snort of laughter which seemed to be Sam's cue to tease him endlessly about having a small army of spiders mother-henning him. Vision stepped in to help explain it to them, much to Peter's relief. It took a lot of creativity to shape the words they knew into a comprehensive explanation, especially since they had to keep their sentences short and choppy or else risk losing the attention of most of their audience. Even when they got it through to them that he wasn't about to drop dead, most still fretted over him.

Bucky ended up sitting on a corner seat with Steve on his left but Crepsley squeezed in between them, his legs twitching from time to time as if he had to resist the urge to throw up a threat posture whenever someone came too close. Sam sat down on Steve's other side, and Clint took the space next to him. Anna and Violet hoarded the floor by their feet but huddled together as if whispering conspiratorially and kept Bucky within view at all times. Anthony returned to Tony's side though he tried to trick him into moving closer to the assassin whenever he thought the billionaire was distracted.

Needless to say he was unsuccessful.

Pepper took the corner seat on his right, so Rhodes took the spot on his left with Luna hovering as close to him as she could whilst still maintaining a respectful distance. On his other side, Oscar draped himself over Wanda's lap and, though he was a little big, she didn't seem to mind one bit. Meg sat on Vision's left side instead of sitting between him and Wanda.

Though it could have been a coincidence, all of them were perfectly positioned to watch Bucky's every move.

The other spiders were split between lurking by Bucky's chair, watching from the best placed corners, and crowding around Peter who'd sat down on the remaining empty couch in anticipation of this. Natalie and Webster were nowhere in sight, but Peter suspected they'd be back when they grew bored of searching the halls for potential intruders.

"So, where did they actually _come_ from?" Bucky asked. Peter wasn't sure what Tony said to dissuade the others from asking questions, but it seemed as though everyone in the room except for Tony, Rhodes, and Vision leaned forward in their seats with eager expressions. Even Natasha who'd adopted a bored expression looked up with interest.

"I already gave everyone else the outline. Basically a bunch of scientists cloned them from my DNA because they wanted to replicate my abilities."

That didn't seem to do anything to clear up the confusion and with everyone staring at him expectantly, Peter resigned himself to explaining the full story.

"Well, I guess it all started when I found this drone following me around and I decided to…investigate the people spying on me."

"Hey, I never heard this bit," Tony said with a frown, but Pepper shushed him and gestured for Peter to continue.

"Err, right. Well I found these labs with all these samples of my blood and stuff and files with all the information they could find about me- Spider-Man me that is. They never figured out my secret identity, thank God. Anyway, I started gathering everything I could find about me and Kar- I mean, I ended up in the room where all these guys were being kept. They were just babies back then, spiders are weird because they don't just _hatch_ from an egg as tiny spiders, they go through all of these stages before then, so they were kind of past the egg stage but before the spiderling stage and they couldn't really move around or anything."

Peter opened his mouth to explain more about why they were growing the spiders in the first place but remembered he'd first have to explain that he got his powers via radioactive spider bite on a field trip and they _owned_ said spider which would inevitably lead Tony back to Oscorp. He'd kind of…smudged the details of the story a little to make it sound less like his major competitor and more like an illegal makeshift laboratory setup. He was pretty sure Tony didn't buy it, but he sure as hell wasn't about to open that can of worms _now_.

"Well, the files didn't really go into specifics about the 'how' or the 'why', but they essentially cloned these guys from the spider-y strands of my DNA to try and find out more about how my powers work and stuff. But these guys had more or less served their purpose so…they were going to…you know. I couldn't _leave_ them there to be- They were babies, you know?"

He shuddered at the thought. Bethany gave him a weird look when he patted her on the head without prompting, but she didn't protest. When he looked up the expressions were…varied to say the least. Some, like Wanda, looked horrified by the prospect. Even Clint seemed to find the concept nauseating. Even Steve and Sam, though they clearly didn't understand _exactly_ why he'd done it, they seemed sympathetic. Tony shot him an uneasy smile before, to Peter's relief, he took over.

"Kid didn't even tell me about it, Happy went over to his place to check on him after he got roughed up by some nut job and nearly had a heart attack."

"Hey! It's not my fault he went snooping, I _tried_ to keep them out of the way."

"Needless to say," Tony continued as if he'd never been interrupted, "we couldn't leave them in a two bedroom flat. Especially at the rate they were growing. They moved in a few weeks before you all showed up on my doorstep unannounced."

"How come you use sign language with them?" Clint piped up now it was clear they were allowed to ask questions.

"Spiders don't hear the same way we do, they can feel vibrations but it's hard for them to between different noises. Teaching them spoken language would have been _impossible_. They can understand signs though, just so long as we keep the sentences short and to the point."

"What's with the plushies?" it was Bucky who asked that one.

"They're still kids," Peter said with a shrug. "They find them comforting."

As if to prove his point, Natalie crept in through the open door clutching her Black Widow plushie tightly.

They threw a dozen other questions at him (how big are they going to get? What's with their names? Are they poisonous? Oh…well are they _venomous_ then? _Please_ tell me they haven't actually eaten anybody). By the end of their impromptu Q&A, they were cracking jokes and teasing each other like the team never split at all.

The spiders protested more on principal than anything else when he announced they were off to bed. Half of them were already dozing off and the others grew grumpier as the night went on.

The team said their farewells and Vision offered to accompany him back to his rooms to ensure none of the spiders slipped away and doubled back. The room fell into a suspicious silence when they left, a silence which didn't lift until even Peter's sensitive hearing could only pick up distorted mumbles.

"They're talking about us," he said with a sigh.

"It seems likely," Vision agreed. Peter wondered how far the android's hearing extended. Further than his own? Could he make out any of what was being said?

"Do you think they're more freaked out by all this than their letting on?"

"I think the situation will take some getting used to."

"…They're ganging up on Mr Stark, aren't they?"

Vision took a moment to reply, maybe because he had to hack into FRIDAY's security system with his brain or something else equally awesome. "Actually, at this moment Tony is attempting to convince his team mates that you are not biologically his."

"He's _what_?!"

xxx

Peter slept about as well as could be expected that night. It didn't seem to matter how exhausted they were, the spiders couldn't stop _fidgeting_. His alarm went off just as it seemed the spiders were finally settling down, but Peter doubted he'd be able to sleep again with the state of his nerves. Resigning himself to another caffeine fuelled day, he dragged himself out of bed and made his way over to the bathroom. Only Meg joined him when he left the room, and even she lacked her usual early-bird enthusiasm. He half-walked half-staggered into the kitchen only to find Tony, Pepper, and Vision already inside.

"Good morning, Peter," Pepper said with a warm smile. How was it even _possible_ for people to look so put together this early? A _gallon_ of coffee couldn't make him that chipper before nine.

He gave a slurred groan in response and started rummaging around in the cabinet for the coffee mix he liked. It tended to get shoved to the back whenever Tony replenished his own supply, Peter couldn't help but feel like it was Tony's attempt at converting him over to his smoother, _expensive_ coffee brands. Still, the top shelf was no match for his spider powers. After a short scavenger hunt Peter held the bag over his head, basking in his victory while the billionaire rolled his eyes.

"Did you sleep well?" Vision asked without looking away from Meg who'd climbed up on top of the countertop next to him.

"Eh, could have been better. You?" Peter asked before he remembered that Vision was an _android_. He turned hastily towards Tony and Pepper as if the question had been directed at them all along, but they didn't buy it for one second.

"It was later than we would have liked, but we slept fine. Thank you for asking," Pepper said, glowering at Tony as he chuckled into his coffee.

"Did everything go okay? You know…after I left? I got the feeling everyone was waiting for us to leave so you could hash things out."

Pepper and Tony exchanged looks before the latter spoke up. "I told them arguing was off limits around the spiders, kind of surprised they took the advice if I'm being honest with you."

"You didn't _argue_ ," Pepper corrected. "You _discussed_ the situation with them in more detail. You did a wonderful job of winning them over by the way, Peter."

"Yeah but…are they mad?"

"No," Pepper said before Tony had the chance. "They're concerned, but they're not angry. Although, to be perfectly honest with you, I think we're _all_ a little concerned."

"What? Why?"

"You weren't exactly honest about where these guys came from," Tony deadpanned before Pepper could cut him off again.

Oh… _oh_.

"I didn't lie," Peter pointed out. "I answered all of your questions honestly. I just…left some stuff out."

"Like the fact that you were being _stalked_?" Tony asked.

"Just as Spider-Man, I would have told you if they figured out my secret identity or anything like that. It didn't even go on for that long, they stopped after I broke their spy drone."

"That doesn't make this any less concerning," Vision said, and Peter stared at him like a kicked puppy. Now _Vision_ was ganging up on him?

"It's fine now, though. I handled it."

"Pete, it's not always that simple. If they were willing to steal your DNA to _clone giant spiders_ , you really think they're going to lay off because you smashed a camera?"

"I stole all their files! They've got nothing left to work off of!"

"New files can always be made," Vision put in. Meg prodded his arm in a clear request for reassurance in the form of head scratches. The android complied without hesitation, but his gaze didn't leave Peter. "We can't even say why these scientists are fixated on you."

Peter hesitated before he mumbled something inaudible under his breath.

"Didn't quite catch that."

"I know why they came after me."

"In that case, you feel like sharing with the class?"

Peter hung his head, eyes fixed on the floor. "So…I didn't always have spider-y powers."

He paused, but when no one spoke up he took it as a signal to keep going. "So, when I was fifteen, I went to this…place. _Legally_. On a trip, I didn't break in or anything like that. I did kind of go snooping but I didn't really go anywhere off limits or anything like that. I just hung back to look around, you know? But it turns out this…place had this…experiment running involving spiders and I guess one must have escaped or something because it bit me. I just thought I was coming down with the flu or something, I spent a few days puking my guts up and when it was all over," he gestured to himself in way of explanation.

"But the people who _owned_ the spider were the same people who bred these guys," he shot Meg a reassuring smile, but the spider seemed to sense something was amiss. She headbutted Vision's hand before hopping off the cabinet and making her way over to Peter instead. "I don't think they really intended for it to give me superpowers but based on their notes they made the connection between me and the missing spider. Well, not _me_ obviously, Spider-Man me."

He risked a glance at the trio. All of them (Vision included) were staring at him with mounting looks of incredulity.

"You got your powers because you were bitten by a spider?" Pepper asked with a baffled expression.

"Well…yeah."

"And you didn't think to _mention_ any of this?"

"Well…no."

Tony's head hit the table with an audible _thud_.

"What is the name of this organisation?" Vision asked and for a split second Peter wished that spider had bestowed invisibility upon him instead.

"Um, I think I'm gonna plead the fifth on that one?" Peter said, but it came out as more of a suggestion.

Tony looked like he was caught between hitting his head off the table again and throttling him.

"You want to-"

"If I tell you who it is, you're gonna go in there as Iron Man and beat the crap out of them and then you're gonna get _sued_ Mr Stark," he stressed. "I promise they've left me alone!"

"Hey, I have _some_ degree of self-control," Tony said but Pepper shot him a look which clearly said she was unconvinced.

"Peter," she said in her most reasonable business voice. "I know you've handled this situation pretty well on your own so far, but we have the spiders to consider now too. I'm sure a lot of time and resources were invested into this…project of theirs. You're absolutely _certain_ they wouldn't be interested in picking up where they left off?"

Peter opened his mouth to argue but it died in his throat. "Well…no."

"What about the drone? You said they were spying on you before do you have any way of knowing for sure they won't start again."

"No, but my spidey senses picked up on the last one before they could find out anything useful. If they send another, I'll just track that one down too."

"And you're confident they won't find a way around this 'spidey sense'?"

"Well, yeah."

"Are you _absolutely_ sure there isn't even the _slightest_ chance?"

"I'm…like 80% sure, yeah."

"And you're willing to stake your safety on a twenty percent margin of error?" Pepper asked, quirking an eyebrow.

"I mean…"

"You're willing to stake _their_ safety?" she asked, gesturing to Meg. "Or your Aunt's safety?"

Peter wilted.

"We can help you, but we need to know all the details," Pepper said softly.

"Oscorp," he mumbled, scratching Meg's head more for his own benefit than anything else. "The spider belonged to Oscorp Industries."

Everyone in the room went very, very still.

"I'm going to beat the crap out of them," Tony announced.

"Oh no you're not. Peter was right about one thing, they'll definitely sue us for that and the last thing we need is for this mess to make it to the courts."

"And if they come after him again?" he demanded.

"They won't," Peter said, and the room went quiet again. Well, there was no use holding back now. With a sigh, he ploughed forward. "Do you remember that crazy Goblin man I fought the day before you found out about the spiders?"

"The one who threw _bombs_ at you and wrecked your suit with you inside? Yes, I think I remember that nutjob."

"Well that nutjob was…is…a kind of prominent person in Oscorp. And he knows that _I_ know who he is."

Tony rubbed his temples as if it would do anything to alleviate his headache.

"May I ask just how prominent this individual is?" Vision asked when no one else seemed willing.

"He's…he's Norman Osborn, alright?"

Silence.

"Norman Osborn," Pepper repeated. "Norman Osborn is a supervillain who dresses up like a goblin and throws pumpkin shaped bombs at teenagers."

"…Yes?"

"I'm going to shove one of those pumpkin bombs down his throat," Tony decided.

"And you are confident this information is enough to dissuade him from staging another attack?" Vision asked as if he'd never spoken. The expression on the android's face bordered on concern.

"Pretty confident. It's definitely worked so far."

"No, that's too good for him. I should go for something _slower_."

"You're not murdering Norman Osborn."

"Well I'm not going to get _caught_."

xxx

The summer ended way too soon for Peter's liking. Without Vision, he was pretty sure the spiders would have staged a full scale revolt that first week back to school. Even with their nightly Skype call Peter considered asking Tony to send a driver at least four times a day, especially when they started fasting. He knew it wasn't _that_ uncommon for spiders to stop eating, sometimes for months on end, but he'd never had a problem getting the spiders to eat before. According to Vision, they'd barely responded to the Captain America frisbee at all when he waved it to signify it was feeding time.

When Peter finally returned to the Compound on the Friday it took almost twenty minutes to convince the spiders to let him up off the ground. He spent the entire weekend watching movies with them, the other Avengers passing in and out of the room all the while. Clint turned into another go-to babysitter as his experiences working with animals in the circus (which he casually dropped into conversation as if Peter wouldn't _immediately_ follow that up with a million questions) and with raising two kids of his own made him a natural at handling them. His understanding of sign language also made him the perfect candidate, though once or twice Peter caught Natasha signing to them when no one else was around.

Months passed, and they still attempted to convince him he didn't actually _need_ school every Sunday night. But, assured that he would come back at the end of the week, the spiders tolerated his disappearances. The only good thing about going back to school was seeing Ned again. He peppered him with questions about what it was like to actually _stay_ with the Avengers and work next to _Tony freaking Stark_ in his _personal lab_. That, and the freedom of going out as Spider-Man again every night which, after such a long hiatus, felt positively liberating.

Life in the Compound remained erratic to say the least. He didn't bother wearing his mask anymore, and one by one the Avengers learned his real name and pieces of his private life. Clint still shot suspicious looks at Tony whenever he helped Peter with his homework or offered to let him use the labs. Vision snitched on the betting pool before Natasha had a chance to steal one of Peter's hairs for the paternity test and, to the team's irritation, Tony shut them down.

Things only grew more hectic as Peter's school life grew ever more intense, but the build up to Christmas brought some small relief from the never ending stress.

Steve and Bucky volunteered to haul the Christmas trees inside, but aside from that had spent most of the build up to Christmas doing their best to stay out of the way. Sam split tree decorating duty with Natasha (Tony really went overboard with those things) while Vision, Wanda, and Clint volunteered to decorate the rest of the place. Peter, while only there on weekends, helped Vision hang the strings of lights around the outside of the buildings while Wanda took it upon herself to bedazzle the giant A on the roof.

Disaster struck midway through the decorating process when Clint made the mistake of showing them How The Grinch Stole Christmas. It didn't _seem_ like a problem until everyone came out the next morning to find the rooms absent of all things Christmas related. The strings of tinsel artfully draped around the doorframes, the wreaths in every room, the lights hanging down over every window, even the decorations from the trees. It took Peter the better part of an hour to explain the actual plot of the movie and how the fluffy green man was _not_ the hero because he'd stolen the gifts in the first place, but because he realised his mistake and gave them back to the creepy, squished-faced people. It took _another_ fifteen minutes to convince Crepsley to tell him where he'd hidden the star from the top of the tree.

When Peter tried to explain the situation to the rest of the Avengers, his stuttered apologies were soon drowned out by whooping laughter. He supposed they could have screamed at him instead, but the non-stop teasing almost made him wish they'd been a _little_ angrier about the whole thing. Even with the explanation, Vision still faced the trying task of preventing the spiders from tearing down the Christmas decorations. They didn't really _mean_ to do it, they just had a tendency to prod things that captured their curiosity and their sticky feet had a habit of growing entangled in the delicate decorations. For the most part, they listened when he warned them not to touch the strands of tinsel lining the doorways or the paper snowflakes Wanda made for the windows. He even managed to convince them to stop climbing the Christmas trees…or at least, that's what they all thought before a tremendous crash and the tinkling of broken glass echoed through the Compound.

Peter launched himself out of his seat, sending his school books crashing to the floor. Ignoring Meg's protests, he sprinted towards the source of the noise and skidded to a stop at the doorframe to the living room when he caught sight of the broken glass. He barely resisted the urge to facepalm when he caught sight of Shelby perched on the toppled Christmas tree, surrounded on all sides by the shattered remains of every bauble and ornament Sam had lovingly placed on the branches over the course of _hours_.

Of course, out of over a dozen trees scattered throughout the Compound, she _had_ to go for the twelve foot tall monstrosity in the living room.

Tony, to his credit, seemed completely unphased when he peered into the room over Peter's shoulder. "Hey, Clint, do me a favour and go get Vision to help the kid keep the spiders out of the area while we clean up all this up? Wouldn't want them cutting their feet on the glass."

"Yeah, because that'd be _tragic_ if they hurt their precious feet while we're bagging all this shit up," he grumbled under his breath as he disappeared out the door, but Peter knew he didn't really mean it.

Peter wasn't wearing shoes, so he leapt to the ceiling and got to work rescuing Shelby from her perch at the epicentre of the carnage. It wasn't easy to pick her up from this position, but she soon realised what he was trying to do and did her best to make it easy on him. In the end, she latched onto his back while he crawled back across the ceiling to deposit her in the glass-free kitchen. A half dozen other spiders crowded round the door to watch them, but Vision prevented them from attempting to cross the threshold.

Wanda soon showed up with a roll of bin bags and a broom and Peter resigned himself to his fate.

xxx

No one in the kitchen looked up when Peter staggered in and seemingly passed out slumped against the kitchen counter.

"Morning, Peter," Pepper greeted without looking up from her Stark issue tablet. Peter groaned pitifully in response and mumbled something incoherent about Spanish tests. Having spent enough time around Tony to know the proper procedure for this sort of thing, Steve slid a mug of coffee towards him and received a 'God bless America' for his efforts.

Peter started to come around about the same time Clint wandered. The two didn't really interact all that much, but Peter had picked up a few facts about the archer along the way.

Never get involved in a prank war with him, if he catches you assisting 'the enemy', you're marked as acceptable collateral in all future pranks. If he gives you some vague advice about how you probably should avoid a certain area at a certain time, you _take that advice_ …And if he goes quiet when he's in his civilian gear, it's probably a very bad thing.

"How's it going Legolas?" Tony asked. Peter couldn't help but feel as though everyone in the room was holding their breath as they waited for his response. The archer froze with one hand still outstretched towards the coffee maker. He turned to glower at Tony as if he wanted nothing more than to break every bone in his body and, apparently unwilling to waste time grabbing a mug, grabbed the _entire_ coffee pot on his way back out the door.

"What's up with him?" Peter asked between gulps of still steaming coffee.

"His flight was cancelled. He's trying to get a replacement but so far it's not looking good, he's starting to worry he won't make it home in time for Christmas," Natasha replied.

"Oh...Are all the other flights booked up or something?" To be honest, Peter didn't really know all that much about the logistics of booking a flight. The few holidays times he'd been out of the state, it was always by car or bus. Before that impromptu trip to Germany, he'd never even been on a plane. He thought maybe he'd said something stupid because everyone stared at him with blank expressions.

"Peter," Pepper said slowly, "have you looked out a window since you woke up?"

He blinked at her, his sleep addled brain struggling to catch up. "Uhhhh…"

Tony rolled his eyes and gestured to the door to the living room.

Peter made a noise of protest when Natasha moved his coffee cup out of reach before he had a chance to so much as blink.

Thanks a lot spidey-senses.

Grumbling, he slipped out of his chair and dragged himself into the living room. And if his exit was a tad melodramatic? Well, it wasn't like he could be faulted for it so early in the morning.

His jaw dropped in surprise as he gazed out of the floor to ceiling window at the great expanse of snow where just yesterday there'd been green grass only just beginning to succumb to the creeping frost. Beyond the field, he saw the snow had settled over the dense woods that marked the edge of the perimeter. It seemed to banish the ever present shadows, transforming the looming presence into the kind of wintery scene you'd expect to see on a postcard.

For the first time in almost a year, he longed for his camera.

"When..."

"It only just stopped snowing about twenty minutes before you walked in," Natasha replied, making him near jump out of his skin. He still wasn't sure how that woman always managed to sneak up on him. Spy training shouldn't trump super hearing, right? She was wearing heels on hardwood floors for crying out loud!

"Do you think May will be alright getting here?"

"Tony has a small army clearing the roads as we speak, I'm sure she'll be alright."

Natalie dropped down from the ceiling in a move that would have given anyone else a heart attack. Natasha had long since grown used to the spider skulking in the corners of whatever room she happened to be in. Peter was just used to the spider, period. She crept forward to gaze out the window with a curious expression. Peter couldn't help but grin.

The spiders had never really experienced a snow day before.

xxx

The 'snow day' didn't turn out to be very successful. Despite their best efforts, even the might of the Avengers wasn't enough to convince the spiders that playing in the snow was a good idea. Still, Peter got into a snowball fight with _Captain America,_ so he couldn't claim the day wasn't a success. Of course, as soon as Clint got involved it turned into a bloodbath. He seemed to have a lot of pent up aggression after spending most of the day on the phone with various airlines. Peter's spidey senses were the only thing keeping him from being buried under the seemingly endless snowballs the archer continued to hurl with frightening accuracy.

Other members of the team weren't quite so fortunate.

"That's it!" Wanda all but screeched. Peter's only regret was that he couldn't see the look on Clint's face when the snow turned red. The archer barely had time to dive out of his makeshift perch/snow bunker before every inch of snow within fifteen feet launched itself towards him. He stared in horror as the magically induced avalanche consumed his safe haven.

The tides turned for a time…before Natasha caught wind of their joint effort to demolish Clint. That of course led to Bucky joining in to help Steve get revenge on the assassin duo. Wanda turned on them when Sam showed up to join in the fight, Peter guessed she wanted to even the playing field.

By the end of it they were all soaked to the bone, the _sane_ ones shivering from the cold. Tony shook his head at the sight of them but left to get towels all the same. Most of the spiders had chosen to watch them through the living room windows, but that didn't stop them from expressing their confusion and concern when they all bundled up under blankets in the living room.

Peter really wasn't sure when the TV went on or how Clint ended up trying to explain the plot of 'Home Alone' to Steve and Bucky while Peter reassured the spiders that no tarantulas had actually been harmed in the making of the film.

Tony feigned disinterest in their impromptu movie night, but Pepper just rolled her eyes and dragged him inside. Rhodey stumbled upon them not long after, merely raising an eyebrow at the sight of the team sprawled out across three couches, weighed down with blankets with the spiders taking advantage of every available space. He took one of the new chairs Tony had added to the room (not exactly a communal living area if half of you have to sit on the floor) and asked them to fill him in on what was happening in the movie.

They'd lost the remote at some point, but nobody could be bothered moving to look for it. Peter was pretty sure Tony could just order FRIDAY to change the channel, but he guessed even the billionaire found Clint's narration of the discounted Christmas movie pretty funny. Or maybe he just enjoyed the offended looks Steve and Bucky shot Clint when he decided the Yeti or 'Snow Rug' had a stereotypical Brooklyn accent. The parody only grew more outlandish as the movie progressed, but no one had any clue what it was supposed to be about in the first place, so it didn't really matter.

Aunt May arrived looking like she'd been rolling around in the snow outside just as the credits rolled up on screen.

"It's turning into a full on blizzard out there. If I'd left any later, I'm not sure I would have made it," she explained as she greeted each of the spiders in turn. They fretted, prodding her soaking wet jacket with their fluffy feet and shying away from her icy hands.

"Wait, is Happy still here?"

"I think he said he was going around the back to park the car. Why?"

"I have to give him his Christmas present!" Peter exclaimed, giving his aunt a quick hug before he raced out of the room leaving Tony to stare blankly after him.

"He got _Happy_ a Christmas Present?"

xxx

Peter caught up with the driver just as he stepped into the elevator to take him out the underground parking lot.

"Hey, Happy! Hold on a second," Peter shouted before the driver could escape. His speedy reflexes were the only thing that kept the elevator doors from closing in his face.

"Kid? The hell are you doing here?" Happy asked with a baffled expression. It was odd to see the normally composed and professional looking driver with chunks of melting snow clinging to his hair.

Peter held up a battered, poorly wrapped package with a ridiculous red bow taped just a little left of the box's centre. "Here."

Happy stared at him with a blank expression. "What the hell is that."

"It's a gift!"

"I don't have a gift for you."

"I know, I just thought you might like this one," Peter said and shook the package for emphasis.

Happy opened his mouth to refuse the present, but he caught sight of the teenager's wide smile and hopeful eyes and thought better of the whole thing.

"Thanks, kid," he grunted. "I'll, uh, make it up to you on your birthday."

"No worries. Make sure you open the card _after_ the present," Peter said just as the elevator doors opened. "You go on ahead, I've gotta go back to the living quarters."

Happy stepped out of the elevator on autopilot, still too stunned to really comprehend what the hell just happened. He looked back at the kid who shot him a thumbs up. Right before the doors closed, he added: "and don't open it until Christmas!"

With the kid gone, Happy looked back down at the packaged. It was small and unassuming. It didn't _look_ dangerous.

His eyes flickered back to the elevator before he tore off the wrapping paper to reveal a still sealed amazon box. Happy snorted and fished around for his keys to slice through the tape. After a whole lot of hassle and an absurd amount of packaging, he found a very fluffy, stupidly soft spider plush.

Happy stared at it in disbelief as though it might disappear at any moment. When he realised it wasn't going to vanish, he rummaged through the discarded packaging for the card the kid had mentioned. Going by the tabby cat wearing a Santa hat on the front and the words 'Have a Purrrrrfect Christmas!', his aunt had won the right to pick the Christmas cards again this year. Peter once explained that the Christmas Card Debate was a sacred Parker family tradition which usually wound up being settled over a coin toss or, on one memorable occasion, a game of Monopoly.

 _To Happy,_

 _I know you don't really like Christmas, but since the spiders don't have a plushie of you I thought you might like a plushie of the spiders! Kind of. I couldn't find a jumping spider but I think this is kind of close._

 _Happy Holidays!_

 _\- Peter, Aunt May, Ben, Anna, Crepsley, Martha, Beth, Charlotte, Anthony, Meg, Oscar, Luna, Ed, Shelby, Violet, Natalie & Webster_

Peter evidently struggled to fit those last few names in as his writing grew smaller and smaller until the letters grew so crammed together the names were almost indistinguishable. Happy slipped the card back into its envelope and carefully wrapped the stuffed spider back up in the packing paper. His face remained inscrutable, but on the inside, he was already planning out Peter's birthday gift.

xxx

The build up to Christmas was a blur. Clint continued to sulk as the snow showed no sign of letting up. Natasha took it upon herself to drag him out into the open every once in a while, she claimed he was intolerable when left to stew. When he allowed himself to be dragged out of hiding for a few hours, he usually spent it keeping the spiders entertained. Peter wasn't really sure why, but he sure as hell wasn't complaining. The spiders _loved_ him.

Finally, two days before Christmas, the snow eased up its assault and Tony confirmed that the skies would be clear enough for him to take the Quinjet back home Christmas morning. The archer all but skipped to breakfast that morning, startling the spider who'd grown used to his moodiness.

"Is Nat gonna go with you?" Pepper asked as she poured him a fresh cup of coffee.

"Probably, yeah. She pretends she only tolerates it, but I think she enjoys it a lot more than she lets on. Sorry we're going to miss the spiders' first Christmas," Clint added. Peter was taken off-guard by the sincerity in his tone.

"It's fine, I don't they really understand what the big deal is. Well, I rearranged their feeding schedule, so they get an extra large meal on Christmas day. I think they're pretty excited about that."

"Yeah, well. Just be sure to tell them which present was from me, alright?"

Peter blinked. "You got them something?"

"Course I did, I'll admit it's kind of a joint present because I couldn't think of something to buy them individually but hey, it's the thought that counts right?"

Peter wasn't sure why the concept was so hard to wrap his head around. Clint bought the spiders a Christmas present. It shouldn't be that big of a deal, right? Hell, Ned bought Christmas presents for his _cat_.

"Maybe…Maybe I could give them their gift on Christmas Eve, so you can be there?" Peter offered.

"Sounds great, I'll tell Nat to get her gift out of storage too. She always finds the _best_ hiding places."

Peter stared after him long after he'd vanished from sight.

Did…Did _everyone_ have Christmas gifts for them?

xxx

The Avengers whole heartedly embraced the idea of celebrating on Christmas Eve instead. As it turned out, a lot of them had plans on Christmas Day. Nobody complained about being able to exchange their gifts in person.

The spiders found the whole experience baffling, but when they realised the oddly shaped bundles under the tree contained _presents,_ they all but lost their minds. Peter got the impression they actually enjoyed unwrapping the presents as much as they did receiving them because they got a little carried away and started unwrapping _everyone's_ presents. The team were too busy cackling to be angry about it, although there was a bit of confusion as they tried to work out who each of the gifts were for with the tags scattered in pieces across the room.

"Well," Tony spoke up when the madness had died down. "I will admit, I did keep one gift back. Pepper's been bugging me to return it for a while, something about symbolism and positive PR-"

"Tony," Pepper said in her 'this is your first and final warning' voice.

"Er, right. Well, without further ado."

He left the room and returned with a very large, very round package. "For you, Rogers."

Peter had a fairly good idea as to what was inside, he himself had heard him and Pepper argue about the shield on countless occasions…what he couldn't figure out was why Tony looked so smug about it. Had he misread the situation? Had they really moved past everything that happened between them.

" _Tony doesn't really_ forgive _people per say," Pepper explained with a wistful smile. "He prefers to get even."_

The wrapping paper hit the floor and Steve stared at the shield with wide eyes. Peter twigged before he could start his thank you speech, every spider in the room turning to stare at the very familiar red and blue disk with hungry eyes.

" _Run!_ " Peter screamed. Some of the Avengers jumped in alarm, but others like Wanda and Clint who'd spent more time around the spiders seemed to realise what was happening.

He was pretty sure Steve didn't actually understand what was going on, but when fifteen giant spiders _leaped_ at him, he took Peter's advice to heart. He made it out the door with not a second to spare, the spiders barrelling after him eagerly.

"What…What the hell just happened?" Sam asked, apparently too stunned to even try going after them.

"I throw them a Captain America frisbee before I feed them," Peter groaned. "Seeing the real one must have triggered a feeding response."

"They're not going to…You know, _eat_ him or anything, right?" Bucky said warily.

"Not at all," Vision assured him. "They simply think he is about to feed them. The prospect of food is just rather exciting for them."

"You did that on purpose," Pepper said, but her glower didn't have the same affect with the smile plastered across her face.

"Who, me?" Tony asked, looking aghast with a hand over his heart as if he couldn't _possibly_ understand why anyone would make such a heinous accusation. "It was _your_ idea to give him back his shield as a symbol of how far we've progressed. How was _I_ to know the spiders would run him out of the Compound because of it.

"Quite literally," May muttered, drawing everyone's attention to the window. Steve had evidently sprinted to the other side of the building and out the fire exit. Even now they could see the spiders piling out of the double doors to trail after him. Now they were on open ground, Steve started to pull ahead of them. Despite this, not one of them faltered in their chase, each one following him every step of the way with a single minded determination.

When he was far enough ahead, Steve stopped just long enough to hurl the shield across the grounds. Immediately the spiders altered course, passing Steve without so much as glancing at him as they charged after their prize.

"You have your spider-grandchildren well trained, Stark," Clint laughed, and Peter held his breath as he waited for Tony to dismiss the comment with a well-placed one liner. Instead, he smiled.

"Yeah, I guess I do."

xxx

"But Mr Stark-"

" _Tony_."

"You already got us loads. Just letting them stay here is-"

"Common decency and nothing more."

" _And_ you already got us Christmas gifts."

"I gave _you_ a Christmas gift, this is _their_ Christmas gift."

"Just give up," Pepper said with a sigh. "He's been working on it since he found out about them. Nothing you say will convince him."

Peter's eyes went huge and May patted him on the shoulder. "You'll understand when you see it."

"Why do you get to know what it is anyway?"

"Because I knew I had to get her approval from day one," Tony replied. "Besides, I wanted her input."

Peter sighed again and counted the spiders again to make sure everyone was accounted for. "So, when do I get to know where we're going?"

"When we get there."

"Oh _come on_."

"We're coming up on it right now," Pepper said before an argument could break out.

They came to a stop outside the reinforced door that linked the living areas to Tony's personal labs. Peter had never actually been allowed _inside_ them although he helped him out in the R&D ones often enough. Technically these labs were a building in of themselves, but Tony liked having the easy access to the living rooms and the kitchen.

"Are we…I mean, does this mean I'm allowed to see…?" Peter asked, his eyes wide with hope.

"Actually, you've already been inside my private lab. I had to say _something_ to keep you out of here while I was working."

Before Peter could ask, Tony opened the double doors and gestured for them to step inside. The air left Peter's lungs as he took in the room.

Despite the building taking up several stories, the room he stepped into seemed span the entire height of the building, with a glass ceiling to top it all off, giving a stunning view of the pale blue sky. The open space didn't go to waste though, for the entire thing seemed to be an enormous jungle gym.

A lump formed in Peter's throat as he took in every meticulous detail. The beams clearly made for climbing but easily broad enough for the spiders to get a good hold on. The carefully positioned nets to catch them if they slipped on any of the more daring structures. The swinging ropes, the colour coded jumping platforms, the huge tunnel system woven through the whole thing that would probably house the spiders even if they doubled in size. Above it all hung an enormous spiderweb spanning the entire width of the room, so tight knit that Peter was certain he could comfortably lie on it without worrying about slipping through the gaps. A spiderweb big enough to hold them all, where they could lie on their backs and stare up at the sky through the glass ceiling.

"I…when did you? _How_ did you?"

"Do you like it? I wanted to ask for your help on it, but I wasn't sure you'd let me build it. I asked May about what to include and she came up with the tunnels. There are rooms in this building as well, so if in a few years you feel like moving in, but they can't fit through the doors anymore, you won't be stuck sleeping in the spiderweb. There's a room for May as well, of course. It's right next to the kitchen. I know you don't like things fancy, so I tried to keep it minimalist. I designed the whole building from scratch, so hopefully they'll still be able to get around even if they _do_ grow to be the size of a Prius but if they outgrow anything, I'd be happy to- Oof"

Peter threw his arms around the billionaire before he could convince himself it was a bad idea.

"It's _perfect_."

Tony hesitated before resting a hand on his back. "Anytime, kid. They deserve more than a hell of a lot more than a concrete bunker."

"He wanted to buy them an island in the Caribbean, but I convinced him you'd want to be able to visit them," Pepper said with a warm smile.

"You know," May put in. "I'm not the best at reading them, but I'm pretty sure they want to tour."

Peter turned around and grinned as the spiders wandered in. They'd grown so much these past few months, but they still had that childlike wonder whenever they saw something _new_.

" **Come on in, guys** ," Peter signed with a grin. " **This is your new home**."


End file.
